-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMtXXl6yJRWwsNIc0UzOJKCfwC+Ts8sVv+XFVzls+D9xZ0/Y8wJwmRdU9b5Wc0Iy Rpj9E88Zq8x7YY9F2kQTDQ== 0001047469-09-008526.txt : 20090924 0001047469-09-008526.hdr.sgml : 20090924 20090924170252 ACCESSION NUMBER: 0001047469-09-008526 CONFORMED SUBMISSION TYPE: F-10 PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 20090924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRAGONWAVE INC CENTRAL INDEX KEY: 0001178946 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: F-10 SEC ACT: 1933 Act SEC FILE NUMBER: 333-162115 FILM NUMBER: 091085491 BUSINESS ADDRESS: STREET 1: 411 LEGGET DRIVE STREET 2: SUITE 600 CITY: OTTAWA STATE: A6 ZIP: K2K 3C9 BUSINESS PHONE: 613-599-9991 MAIL ADDRESS: STREET 1: 411 LEGGET DRIVE, SUITE 600 CITY: OTTAWA STATE: A6 ZIP: K2K 3C9 F-10 1 a2194290zf-10.htm FORM F-10
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As filed with the Securities and Exchange Commission on September 24, 2009

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-10

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

DRAGONWAVE INC.
(Exact name of Registrant as specified in its charter)


Canada (Province or other Jurisdiction of Incorporation or Organization)		4812 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification Number, if applicable)

411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9, (613) 599-9991
(Address and telephone number of Registrant's principal executive offices)

Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, (800) 927-9800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:


Peter Allen DragonWave Inc. 411 Legget Drive, Suite 600 Ottawa, Ontario, K2K 3C9 Canada (613) 599-9991		Andrea Johnson Fraser Milner Casgrain LLP 99 Bank Street, Suite 1420 Ottawa, Ontario, K1P 1H4 Canada (613) 783-9600		Craig Andrews Matthew Leivo DLA Piper LLP (US) 4635 Executive Drive, Suite 1100 San Diego, CA 92121 USA (858) 677-1400		Martin Langlois Ian G. Putnam Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario, M5L 1B9 Canada (416) 869-5500		Edwin S. Maynard Andrew Foley Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 USA (212) 373-3000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective

Province of Ontario, Canada
(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):


A.	o	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	ý	at some future date (check the appropriate box below)
	1.	o	pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
	2.	o	pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
	3.	o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	ý	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered⁽¹⁾	Proposed maximum offering price per share⁽²⁾	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee



Common Shares	14,918,145	U.S.$7.60	U.S.$113,377,902	U.S.$6,326.49

(1): Includes 1,945,845 common shares that the underwriters have the option to purchase to cover over-allotments, if any, as well as associated rights to purchase common shares pursuant to the Registrant's Shareholder Rights Plan Agreement dated January 29, 2009.
(2): Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act of 1933, based on the average of the high and low prices of the Registrant's common shares on the Toronto Stock Exchange on September 18, 2009 converted into U.S. dollars at the U.S.-Canadian dollar exchange rate of U.S.$1.00 = C$1.0754 on September 23, 2009. Includes 1,945,845 common shares that the underwriters have the option to purchase to cover over-allotments, if any, as well as associated rights to purchase common shares pursuant to the Registrant's Shareholder Rights Plan Agreement dated January 29, 2009.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

EXPLANATORY NOTE RELATED TO CANADIAN PROSPECTUS ALTERNATIVE PAGES

This registration statement contains two forms of prospectus: one to be used in connection with the offering of securities described herein in the United States (the "U.S. Prospectus") and one to be used connection with the offering of such securities in Canada (the "Canadian Prospectus"). The U.S. Prospectus and the Canadian Prospectus are identical except for the cover page, the table of contents and the back page, and except that the Canadian Prospectus includes sections titled "Eligibility For Investment" and "Purchasers' Statutory Rights" and auditors' consents, certificate of corporation and certificate of the underwriters. The form of the U.S. Prospectus is included herein and is supplemented by the alternate pages to be used in the Canadian Prospectus. Each of the alternate pages for the Canadian Prospectus included herein is labeled "Alternative Page for Canadian Prospectus."

I-1

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

A copy of this preliminary short form prospectus has been filed with securities regulatory authorities in every province of Canada, except the province of Quebec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from securities regulatory authorities.

This short form prospectus has been filed under procedures in all the provinces of Canada, except the province of Quebec, that permit certain information about these securities to be determined after the short form prospectus has become final and that permit the omission of that information from this prospectus. The procedures require the delivery to purchasers of a supplemented PREP prospectus containing the omitted information within a specified period of time after agreeing to purchase any of these securities. All of the information contained in the supplemented PREP prospectus that is not contained in this short form base PREP prospectus will be incorporated by reference into this short form base PREP prospectus as of the date of the supplemented PREP prospectus.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities in those jurisdictions.

Information contained herein is subject to completion or amendment. DragonWave Inc. has filed a registration statement on Form F-10 with the U.S. Securities and Exchange Commission, under the United States Securities Act of 1933, as amended, with respect to the sale of these securities. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This short form prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any U.S. state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such U.S. state.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of DragonWave Inc. at 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9, telephone: (613) 599-9991; facsimile: (613) 599-4225 and are also available electronically at www.sedar.com.

This offering of securities is made by a Canadian issuer that is permitted, under a multi-jurisdictional disclosure system ("MJDS") adopted by the United States and Canada, to prepare this short form prospectus in accordance with Canadian disclosure requirements. Purchasers of the Offered Shares (as defined below) should be aware that such requirements are different from those of the United States. Consolidated financial statements contained and incorporated herein have been prepared in accordance with Canadian generally accepted accounting principles, and may be subject to Canadian auditor and independence standards, and thus may not be comparable to financial statements of United States companies. Information regarding the impact upon our audited consolidated financial statements of significant differences between Canadian and United States generally accepted accounting principles is contained in note 20 (entitled "Reconciliation with United States Generally Accepted Accounting Principles") presented in the consolidated financial statements comprising DragonWave Inc.'s (i) amended audited consolidated financial statements for the fiscal years ended February 28, 2009 and February 29, 2008 (together with the auditors' report thereon dated April 17, 2009 except as to note 20 which is as of August 25, 2009) and (ii) amended unaudited consolidated financial statements for the three month period ended May 31, 2009, which are contained elsewhere and are incorporated by reference in this short form prospectus.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences in both the United States and Canada. This short form prospectus or any applicable prospectus supplement may not describe these tax consequences fully for investors who are resident in, or citizens of either Canada or the United States. You should consult your tax advisor about the potential tax consequences that may be applicable in your particular circumstances.

PRELIMINARY SHORT FORM BASE PREP PROSPECTUS


New Issue and Secondary Offering		September 24, 2009

DragonWave Inc.

U.S.$ •

12,972,300 Common Shares

This offering (the "Offering") is the initial public offering of the common shares (the "Common Shares") of DragonWave Inc. ("DragonWave", "we", "us", "our" or the "Company") in the United States and includes a new issue of Common Shares in Canada. The Offering consists of a treasury offering of 7,454,050 Common Shares (the "Treasury Shares") by us and a secondary offering by Enterprise Partners V, L.P., Enterprise Partners VI, L.P., Wesley Clover Corporation and Wesley Clover International Corporation, Venture Coaches Fund L.P. and certain members of our management (collectively, the "Selling Shareholders") of an aggregate of 5,518,250 Common Shares (the "Secondary Shares", and together with the Treasury Shares, the "Offered Shares"). See "Selling Shareholders". The Offering is being made concurrently in Canada under the terms of this short form prospectus and in the United States under the terms of a registration statement on Form F-10 filed with the United States Securities and Exchange Commission (the "SEC"). Our outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "DWI". We have applied to list the Treasury Shares on the TSX. NASDAQ has conditionally approved the listing of the Treasury Shares and our outstanding Common Shares (including the Secondary Shares) on the NASDAQ Global Market under the trading symbol "DRWI". Listing will be subject to our fulfillment of all of the listing requirements of the TSX and NASDAQ, respectively. On September 23, 2009, the last trading day prior to the filing of this short form prospectus, the closing price of our Common Shares on the TSX was U.S.$7.46 or C$8.00 based on the prevailing U.S.-Canadian dollar exchange rate of U.S.$1.00 = C$1.0724 on September 23, 2009.

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

The Offered Shares are being offered in Canada by Canaccord Capital Corporation, CIBC World Markets Inc., GMP Securities L.P., RBC Dominion Securities Inc., Dundee Securities Corporation and TD Securities Inc. (the "Canadian Underwriters") and in the United States by Canaccord Adams Inc., Piper Jaffray & Co., Pacific Crest Securities LLC, CIBC World Markets Corp., GMP Securities L.P., Dundee Securities Inc. and TD Securities (USA) LLC (together with the Canadian Underwriters, the "Underwriters"). See "Plan of Distribution".

Price: U.S.$ • per Common Share



Per Common Share	U.S.$ •	U.S.$ •	U.S.$ •	U.S.$ •
Total	U.S.$ •	U.S.$ •	U.S.$ •	U.S.$ •

(1): The public Offering price for the Offered Shares offered in the U.S. of U.S.$ • per Common Share is payable in U.S. dollars and the public Offering price of the Offered Shares offered in Canada of C$ • per Common Share is payable in Canadian dollars, except as may otherwise be agreed by the Underwriters. The U.S. dollar amount is the approximate equivalent of such Canadian dollar amount based on the prevailing U.S.-Canadian dollar exchange rate of U.S.$1.00 = C$ • on • .
(2): The Underwriters will receive a fee of U.S.$ • (C$ • ) per Offered Share (5.75% of the price of the Offered Shares), that will be paid in the currency in which we and the Selling Shareholders receive payment for the Offered Shares. See "Plan of Distribution".
(3): Before deducting expenses of the Offering estimated to be U.S.$ • (C$ • ). The expenses of the Offering will be paid solely by us, and the Selling Shareholders will not pay any portion of such expenses, as provided in the Underwriting Agreement (as defined herein). We have agreed to pay all of the expenses of the Offering since the sale of the Secondary Shares has not added materially to the expenses of the Offering. See "Plan of Distribution".
(4): If the Over-Allotment Option (as defined below) is exercised in full, the total number of Offered Shares under the Offering will be 14,918,145, the total "Price to Public" will be U.S.$ • , the total "Underwriters' Fees" will be U.S.$ • , the total "Net Proceeds to Us" will be U.S.$ • (or C$ • , C$ • and C$ • respectively). The total Net Proceeds to the Selling Shareholders will be unaffected by the exercise of the Over-Allotment Option.

There are certain risks associated with an investment in the Offered Shares which prospective purchasers should carefully review and consider. See "Risk Factors" beginning on page 11 of this short form prospectus.

We have granted to the Underwriters an option (the "Over-Allotment Option") allowing the Underwriters to purchase that number of Common Shares representing up to 15% of the Offered Shares sold pursuant to the Offering at the Offering price, for a period of 30 days following the Closing Date (as defined below), to cover over-allotments, if any, and for market stabilization purposes. See "Plan of Distribution". This short form prospectus qualifies both the grant of the Over-Allotment Option and the issuance of Common Shares if the Over-Allotment Option is exercised. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those securities under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. See "Plan of Distribution".

Underwriters' Position		Maximum size		Exercise period		Exercise price

Over-Allotment Option		1,945,845 Common Shares		30 days following the Closing Date		U.S.$ • per Common Share (C$ • per Common Share)

Unless otherwise indicated, all information in this short form prospectus is presented without giving effect to the exercise of the Over-Allotment Option.

Subject to applicable laws, the Underwriters may, in connection with the Offering, effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may offer the Offered Shares at lower prices than stated above. See "Plan of Distribution".

Subscriptions for the Offered Shares will be received subject to rejection or allotment, in whole or in part, and the right is reserved to close the subscription books at any time without notice. We expect to arrange for an instant deposit of the Offered Shares to or for the account of the Underwriters with CDS Clearing and Depositary Services Inc. and The Depositary Trust Company on the date of closing, which is expected to take place on or about • , 2009, or such other date as may be agreed upon by us and the Underwriters, but in any event no later than • , 2009 (the "Closing Date"). In any event, the Offered Shares are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt of the final short form base PREP prospectus.

Two of the Selling Shareholders, Enterprise Partners V, L.P. and Enterprise Partners VI, L.P., are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Mr. McCormack, a Selling Shareholder, is a U.S. citizen and resides in the U.S. Although prior to the Closing Date such Selling Shareholders will appoint Fraser Milner Casgrain LLP, 99 Bank Street, Suite 1420, Ottawa, Ontario, K1P 1H4 as their agent for service of process in all of the provinces of Canada, except Quebec, it may not be possible for investors to enforce judgments obtained in Canada against such Selling Shareholders.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that DragonWave is incorporated under the laws of Canada, that a majority of our officers and directors and experts are residents of Canada, that some or all of the Underwriters or experts named in the registration statement to which this short form prospectus relates are residents of a foreign country and that a substantial portion of our assets and said persons are located outside of the United States.

NEITHER THE SEC NOR ANY STATE OR CANADIAN SECURITIES COMMISSIONS OR SIMILAR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFERED SHARES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SHORT FORM PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Our head and registered office is 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9.

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

TABLE OF CONTENTS

		Page

GENERAL MATTERS		iv
GLOSSARY OF TECHNICAL TERMS		v
CAUTION REGARDING FORWARD-LOOKING STATEMENTS		1
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION		2
PROSPECTUS SUMMARY		3
OUR BUSINESS		3
THE OFFERING		7
SUMMARY CONSOLIDATED FINANCIAL INFORMATION		9
RISK FACTORS		11
OUR BUSINESS		26
DIRECTORS AND MANAGEMENT		48
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS		54
DESCRIPTION OF SECURITIES BEING DISTRIBUTED		55
CONSOLIDATED CAPITALIZATION		56
USE OF PROCEEDS		57
DIVIDEND POLICY		57
SELECTED CONSOLIDATED FINANCIAL INFORMATION		58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		60
OPTIONS AND WARRANTS TO PURCHASE SECURITIES		84
PRIOR SALES		86
TRADING PRICE AND VOLUME		87
PRINCIPAL SHAREHOLDERS		87
SELLING SHAREHOLDERS		89
PLAN OF DISTRIBUTION		90
DOCUMENTS INCORPORATED BY REFERENCE		94
AUDITORS, TRANSFER AGENT AND REGISTRAR		95
RECONCILIATION TO U.S. GAAP		95
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA		95
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS		96
NASDAQ QUORUM REQUIREMENT		101
WHERE YOU CAN FIND MORE INFORMATION		101
ENFORCEABILITY OF CIVIL LIABILITIES		102
LEGAL MATTERS		102
EXPERTS		102
ELIGIBILITY FOR INVESTMENT		102
PURCHASERS' STATUTORY RIGHTS		103
AUDITORS' CONSENT		104
AMENDED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008 AND AMENDED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED MAY 31, 2009		F-1
CERTIFICATE OF THE COMPANY		C-1
CERTIFICATE OF THE UNDERWRITERS		C-2

iii

Information contained herein is subject to completion or amendment. A registration statement related to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 2009

Preliminary Prospectus

U.S.$ •
12,972,300 Common Shares

Investing in our Common Shares involves a high degree of risk. Before investing, you should read "Risk Factors" beginning on page 11.

This offering of securities is made by a Canadian issuer that is permitted, under a multi-jurisdictional disclosure system ("MJDS") adopted by the United States, to prepare this prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included and incorporated herein have been prepared in accordance with Canadian generally accepted accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences in both the United States and Canada. This prospectus or any applicable prospectus supplement may not describe these tax consequences fully for investors who are resident in, or citizens of either Canada or the United States. You should consult your tax advisor about the potential tax consequences that may be applicable in your particular circumstances.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that DragonWave is incorporated under the laws of Canada, that a majority of our officers and directors and experts are residents of Canada, that some or all of the underwriters or experts named in the registration statement to which this prospectus relates are residents of a foreign country and that a substantial portion of the assets of DragonWave and said persons are located outside of the United States.

NEITHER THE SEC NOR ANY STATE OR CANADIAN SECURITIES COMMISSIONS OR SIMILAR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFERED SHARES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



Per Common Share	U.S.$ •	U.S.$ •	U.S.$ •	U.S.$ •
Total	U.S.$ •	U.S.$ •	U.S.$ •	U.S.$ •

(1): The public Offering price for the Offered Shares offered in the U.S. of U.S.$ • per Common Share is payable in U.S. dollars and the public Offering price of the Offered Shares offered in Canada of C$ • per Common Share is payable in Canadian dollars, except as may otherwise be agreed by the Underwriters. The U.S. dollar amount is the approximate equivalent of such Canadian dollar amount based on the prevailing U.S.-Canadian dollar exchange rate of U.S.$1.00 = C$ • on • , 2009.
(2): The Underwriters will receive a fee of U.S.$ • (5.75%) of the price of the Offered Shares offered hereby, that will be paid in the currency in which we and the Selling Shareholders receive payment for the Offered Shares. See "Plan of Distribution".
(3): Before deducting expenses of the Offering estimated to be U.S.$ • . The expenses of the Offering will be paid solely by us, and the Selling Shareholders will not pay any portion of such expenses, as provided in the Underwriting Agreement (as defined herein). We have agreed to pay all of the expenses of the Offering since the sale of the Secondary Shares has not added materially to the expenses of the Offering. See "Plan of Distribution".
(4): If the Over-Allotment Option (as defined below) is exercised in full, the total number of Offered Shares under the Offering will be • , the total "Price to Public" will be U.S.$ • , the total "Underwriters' Fees" will be U.S.$ • , the total "Net Proceeds to Us" will be U.S.$ • . The total Net Proceeds to the Selling Shareholders will be unaffected by the exercise of the Over-Allotment Option.

Joint Bookrunners


Canaccord Adams		Piper Jaffray

Pacific Crest Securities

CIBC GMP Securities L.P. RBC Capital Markets Dundee Securities Inc. TD Securities

Two of the Selling Shareholders, Enterprise Partners V, L.P. and Enterprise Partners VI, L.P., are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Mr. McCormack, a Selling Shareholder, is a U.S. citizen and resides in the U.S. Although prior to the Closing Date such Selling Shareholders will appoint Fraser Milner Casgrain LLP, 99 Bank Street, Suite 1420, Ottawa, Ontario, K1P 1H4, as their agent for service of process in all of the provinces of Canada, except Quebec, it may not be possible for investors to enforce judgments obtained in Canada against such Selling Shareholders.

Information has been incorporated by reference in this prospectus from documents filed with the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of DragonWave Inc. at 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9, telephone: (613) 599-9991; facsimile: (613) 599-4225 and are also available electronically at www.sedar.com and www.sec.gov.

We have granted to the Underwriters an option (the "Over-Allotment Option") allowing the Underwriters to purchase that number of Common Shares representing up to 15% of the Offered Shares sold pursuant to the Offering at the Offering price, for a period of 30 days following the Closing Date (as defined below), to cover over-allotments, if any, and for market stabilization purposes. See "Plan of Distribution". This prospectus qualifies both the grant of the Over-Allotment Option and the issuance of Common Shares if the Over-Allotment Option is exercised. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those securities under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. See "Plan of Distribution".

Underwriters' Position		Maximum size		Exercise period		Exercise price

Over-Allotment Option		1,945,845 Common Shares		30 days following the Closing Date		U.S.$ • per Common Share

Unless otherwise indicated, all information in this prospectus is presented without giving effect to the exercise of the Over-Allotment Option.

Our head and registered office is 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9.

In this prospectus, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. All references to "dollars", "C$" or "$" are to Canadian dollars and all references to "U.S.$" are to United States dollars. See "Currency Presentation and Exchange Rate Information".

TABLE OF CONTENTS

		Page

GENERAL MATTERS		iv
GLOSSARY OF TECHNICAL TERMS		v
CAUTION REGARDING FORWARD-LOOKING STATEMENTS		1
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION		2
PROSPECTUS SUMMARY		3
OUR BUSINESS		3
THE OFFERING		7
SUMMARY CONSOLIDATED FINANCIAL INFORMATION		9
RISK FACTORS		11
OUR BUSINESS		26
DIRECTORS AND MANAGEMENT		48
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS		54
DESCRIPTION OF SECURITIES BEING DISTRIBUTED		55
CONSOLIDATED CAPITALIZATION		56
USE OF PROCEEDS		57
DIVIDEND POLICY		57
SELECTED CONSOLIDATED FINANCIAL INFORMATION		58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		60
OPTIONS AND WARRANTS TO PURCHASE SECURITIES		84
PRIOR SALES		86
TRADING PRICE AND VOLUME		87
PRINCIPAL SHAREHOLDERS		87
SELLING SHAREHOLDERS		89
PLAN OF DISTRIBUTION		90
DOCUMENTS INCORPORATED BY REFERENCE		94
AUDITORS, TRANSFER AGENT AND REGISTRAR		95
RECONCILIATION TO U.S. GAAP		95
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA		95
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS		96
NASDAQ QUORUM REQUIREMENT		101
WHERE YOU CAN FIND MORE INFORMATION		101
ENFORCEABILITY OF CIVIL LIABILITIES		102
LEGAL MATTERS		102
EXPERTS		102
AMENDED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008 AND AMENDED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED MAY 31, 2009		F-1

iii

GENERAL MATTERS

Documents incorporated by reference in this short form prospectus include market share information and industry data and forecasts obtained from independent industry publications and surveys. References in such documents to research reports, surveys or articles should not be construed as depicting the complete findings of the entire referenced report, survey or article. The information in any such report, survey or article is not incorporated by reference in this short form prospectus. Although we believe these sources are reliable, we have not independently verified any of the data nor ascertained the underlying economic assumptions relied upon in such reports, surveys or articles. Some data is also based on our estimates, which are derived from our review of our internal surveys, as well as independent sources. We cannot and do not provide any assurance as to the accuracy or completeness of such information. Market forecasts, in particular, are likely to be inaccurate, especially over long periods of time.

Investors should rely only on the information contained in or incorporated by reference in this short form prospectus. Neither we, nor the Selling Shareholders, nor the Underwriters have authorized any other person to provide investors with different information.

Readers should not assume that the information contained in this short form prospectus is accurate as of any date other than the date on the front of this short form prospectus, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this short form prospectus and the documents incorporated by reference herein is accurate only as of their respective dates. Our business, financial condition, results of operations or prospects may have changed since those dates.

Certain terms and phrases used in this short form prospectus are defined in the "Glossary of Technical Terms".

Unless indicated otherwise, all information in this short form prospectus is presented without giving effect to the exercise of the Over-Allotment Option.

Information contained on our website, www.dragonwaveinc.com, is not part of this short form prospectus and is not incorporated herein by reference and may not be relied upon by prospective purchasers for the purpose of determining whether to invest in the Offered Shares offered under this short form prospectus.

GLOSSARY OF TECHNICAL TERMS

"2G": refers to the second generation family of standards for mobile wireless communications, based on GSM or CDMA technologies.

"3G+": refers to the third generation family of standards for wireless communication for mobile voice and data communications established by the International Telecommunications Union ("ITU") as well as fourth generation (4G) standards still being defined. 3G+ includes such advanced all-IP wireless networking technologies as HSPA, WiMAX and LTE. The 3G+ family of standards enable concurrent use of voice and other data services such as enhanced multimedia (Internet, email, video and other data) at broadband transmission speed, and roaming capability. 3G+ networks enable network operators to offer users a wider range of more advanced services while achieving greater network capacity through improved spectral efficiency.

"ATPC": is an acronym for "automatic transmit power control", a technique used to reduce the level of radio signal interference between communications systems. The ATPC reduces transmitter power during clear weather when the path attenuation is low and increases transmitter power during rain, when the path attenuation increases.

"backhaul": refers to the means by which information (or data) is carried from a radio access network wireless base station or other collection point to a core network node, from which it can be transported over the high capacity fiber optic network.

"broadband": refers to a telecommunication technology in which a wide band of frequencies is available to transmit information. Where a wide band of frequencies is available, information can be multiplexed and sent on many different frequencies or channels within the band concurrently. This allows more information to be transmitted in a given amount of time.

"CCTV": is an acronym for "closed circuit television", the use of video cameras to transmit a signal to a specific place, on a limited set of monitors. More generally, CCTV refers to the use of video for surveillance applications.

"CDMA": is an acronym for "code division multiple access", a channel access method utilized by various radio communications technologies.

"DEMS": is an acronym for "digital electronic messaging services", a wireless service providing local broadband data transmission.

"DS3": is an acronym for "digital signal 3", a high-speed TDM circuit for data connectivity equivalent in bandwidth to 28 T1 lines (45 Mbps).

"DSL": is an acronym for "digital subscriber line", a technology for bringing high-bandwidth Internet connectivity to homes and small businesses over ordinary copper telephone lines.

"E1": refers to a 2.0 Mbps point-to-point dedicated digital circuit typically provided by the telephone companies. This is a standard interface used mostly outside the United States.

"EDGE": refers to Enhanced Data rates for GSM Evolution, a digital mobile communications technology that allows increased data transmission rates and improved data transmission reliability. EDGE is generally classified as a '2.75G' mobile wireless technology.

"Ethernet": refers to a common method of networking computers in a local area network (or LAN) and is specified in an IEEE standard, IEEE 802.3.

"EV-DO": refers to Evolution-Data Optimized, a 3G+ wireless radio broadband data standard based upon the CDMA access scheme that enables faster speeds than are available in early CDMA networks or other 2G services, such as GPRS or EDGE. EV-DO was designed as an evolution of the CDMA2000 standard that would support high data rates and could be deployed alongside a wireless carrier's voice services. "1xEV-DO Rev A" and "EV-DO Rev B" refer to different revisions of this CDMA-based technology.

"FOMA": is an acronym for "freedom of mobile multimedia access", the brand name of a CDMA-based 3G+ telecommunications service offered by the Japanese telecommunications service provider NTT DoCoMo. FOMA is an implementation of UMTS and was one of the world's first 3G+ services to commence operation.

"FPGA": is an acronym for "field-programmable gate array", a semiconductor device that can be configured by the customer or designer after manufacturing. FPGAs are programmed to specify how the chip will work. FPGAs can be used to implement any logical function that an application-specific integrated circuit (or ASIC) could perform, but the ability to update the functionality after shipping offers advantages for many applications.

"Gbps": is an acronym for "billions of bits per second" or "gigabits per second", a measure of bandwidth (the total information flow over a given time) on a telecommunications medium.

"GHz": is an abbreviation of "gigahertz", frequencies in the billions of cycles per second range. In radio communications, GHz is used to define the size of radio bands in the electromagnetic spectrum.

"Gigabit Ethernet" or "GigE": refers to a transmission technology based on the Ethernet protocol used in LANs which provides a data rate of 1 billion bits per second (one gigabit).

"GPRS": is an acronym for "general packet radio service", a packet-oriented mobile data service available to users of the 2G cellular communication systems GSM, as well as in certain 3G+ technologies and network standards.

"GSM": is an acronym for "global system for mobile communications", a cellular network technology and the most common standard for mobile phones globally.

"HSDPA": is an acronym for "high speed download packet access", a 3G+ mobile telephony communications protocol in the HSPA family, which allows networks based on UMTS to increase data capacity and increase transfer rates.

"HSPA" is an acronym for "high speed packet access", a family of high-speed 3G+ digital data services provided by cellular carriers worldwide based on GSM technology. HSPA service works with HSPA handsets as well as laptops and other portable devices with HSPA modems. The two established standards of HSPA are HSDPA and HSUPA.

"HSUPA": is an acronym for "high speed upload packet access", a 3G+ mobile telephony protocol in the HSPA family that improves the performance of uplink dedicated transport channels to increase uplink data capacity and increase transfer rates.

"IEEE": is an acronym for "Institute of Electrical and Electronics Engineers", a U.S.-based organization of engineers, scientists and students involved in electrical, electronics, and related fields. IEEE also functions as a publishing house and standards making body.

"IF": is an acronym for "intermediate frequency", a frequency between the base band and RF frequency that is used in communications between a modem and a radio.

"IP" or "Internet Protocol": refers to a standardized method of transporting information across the Internet in packets of digital data.

"ISM": is an acronym for "industrial, scientific and medical", a part of the radio spectrum that can be used for specific applications such as point-to-point communications without a license in most countries.

"LMDS": is an acronym for "local multipoint distribution systems", a system for broadband fixed microwave wireless transmission direct from a local antenna to homes and businesses within line-of-sight.

"LTE" is an acronym for "long term evolution", an advanced 3G+ all-IP technology for both GSM and CDMA cellular service providers for which initial deployments are expected in the 2010 time frame. Approved in 2008, LTE is expected to enable typical download speeds of approximately 6 Mbps, a considerably higher bandwidth than HSPA (evolved from GSM) and EV-DO (evolved from CDMA) technologies.

"Mbps": is an acronym for "millions of bits per second" or "megabits per second", a measure of bandwidth (the total information flow over a given time) on a telecommunications medium.

"MHz": is an abbreviation of "megahertz", frequencies in the millions of cycles per second range. In radio communications, MHz is used to define the size of radio bands in the electromagnetic spectrum.

"ms": is an abbreviation of "millisecond".

"multiplexer": refers to a device that can send several signals over a single line. The signals are then separated by a similar device at the other end of the link.

"native Ethernet": refers to systems that are designed to transport Ethernet directly rather than adapting Ethernet to existing SONET/SDH or PDH transport systems.

"PDA": is an acronym for "personal digital assistant", a lightweight handheld consumer electronic device that performs basic computing tasks such as diary and personal database management.

"PDH": is an acronym for "plesiochronous digital hierarchy", the data rates and formats used in telecommunications equipment and described in International Telecommunications Standard G 920. Common data rates include 1.5 Mbps (or T1) and 2.0 Mbps (or E1).

"points of presence": refers to a site that houses a service provider's telecommunication equipment such as a switching system or a facility node.

"pseudowire technology": refers to technology that allows a communications service provider or network operator to package any network service, legacy or emerging, and send it into the network in a format that both preserves the service's original features and delivers the values of end-to-end OAM&P (operations, administration, maintenance and provisioning), statistical multiplexing, and unified management.

"RF": is an acronym for "radio frequency", the range of electromagnetic frequencies above the audio range and below visible light. All broadcast transmissions, from AM radio to satellites, fall into this range, which is between 30 kilohertz and 300 GHz.

"SDH": is an acronym for "synchronous digital hierarchy", the data rates and formats used in telecommunications equipment and described in International Telecommunications Union standard G.823. Common data rates include 155 Mbps (or STM1) and 622 Mbps (or STM4).

"SNMP": is an acronym for "simple network management protocol", a protocol for exchanging management information and commands across a network between a management computer and a managed device.

"SONET": is an acronym for "synchronous optical network", the data rates and formats used in telecommunications equipment and described in American National Standards Institute standard GR-253-CORE. Common data rates include 155 Mbps (or OC3) and 622 Mbps (or OC12).

"T1": refers to a 1.544 Mbps point-to-point dedicated digital circuit provided by telephone companies.

"Tbps": is an acronym for "tera bits per second", a measure of bandwidth (the total information flow over a given time) on a telecommunications medium.

"TDM": is an acronym for "time division multiplexing", a scheme in which numerous signals are combined for transmission on a single communications line or channel.

"topology": refers to the physical or logical connectivity of a network.

"UMTS": is an acronym for "universal mobile telecommunications system", a 3G+ mobile telecommunications technology and standard specified by the 3^rd Generation Partnership Project (or 3GPP) and the ITU-IMT-2000.

"VLAN": is an acronym for "virtual local area network", a group of hosts with a common set of requirements that communicate as if they were attached to the broadcast domain, regardless of their physical location. A VLAN has the same attributes as a physical local area network, but allows for end stations to be grouped together even if they are not located on the same network switch. In a VLAN, network reconfiguration can be performed through software instead of physically relocating devices.

"VoIP": is an acronym for "voice over internet protocol", a category of hardware and software that enables the use of the Internet as the transmission medium for telephone calls.

vii

"WiFi": is an acronym for "wireless fidelity", a set of product compatibility standards for wireless local area networks (or WLANs) based on the IEEE 802.11 standard. WiFi operates in unlicensed frequency bands.

"WiMAX": is an acronym for "worldwide interoperability for microwave access", a set of product compatibility standards for wireless metropolitan-area networks based on the IEEE 802.16 standard.

viii

The following is a summary of the principal features of this Offering and should be read together with the more detailed information and financial data contained elsewhere in this short form prospectus, including the documents incorporated by reference in this short form prospectus. Prospective purchasers should carefully consider, among other things, the matters discussed in "Risk Factors" beginning on page 11 of this short form prospectus.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This short form prospectus contains or incorporates by reference certain information that may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws. All forward looking information and forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements other than statements which are reporting results as well as statements of historical fact set forth or incorporated herein by reference, are forward-looking statements that may involve a number of known and unknown risks, uncertainties and other factors; many of which are beyond our ability to control or predict. Forward-looking statements include, without limitation, statements regarding strategic plans, future production, sales and revenue estimates, cost estimates and anticipated financial results, capital expenditures and objectives. These statements relate to analysis and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.

Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The following are some of the important factors that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements:

•: our dependence on the development and growth of the market for high-capacity wireless communications services;
•: our reliance on a small number of customers for a large percentage of revenue;
•: intense competition from several competitors;
•: competition from indirect competitors;
•: our dependence on our ability to develop new products and enhance existing products;
•: our history of losses;
•: our ability to successfully manage growth;
•: quarterly revenue and operating results which are difficult to predict and can fluctuate substantially;
•: the impact of the general economic downturn on our customers;
•: disruption resulting from economic and geopolitical uncertainty;
•: currency fluctuations;
•: our exposure to credit risk for accounts receivable;
•: pressure on our pricing models;
•: the allocation of radio spectrum and regulatory approvals for our products;
•: the ability of our customers to secure a license for applicable radio spectrum;
•: changes in government regulation or industry standards that may limit the potential market for our products;

•: our dependence on establishing and maintaining relationships with channel partners;
•: our reliance on outsourced manufacturing;
•: our reliance on suppliers of components;
•: our ability to protect our own intellectual property and potential harm to our business if we infringe the intellectual property rights of others;
•: risks associated with software licensed by us;
•: a lengthy and variable sales cycle;
•: our dependence on ability to recruit and retain management and other qualified personnel;
•: our exposure to risks resulting from our international sales and operations, including the requirement to comply with export control and economic sanctions laws;
•: our ability to successfully effect acquisitions of products or businesses; and
•: product defects, product liability claims, or health and safety risks relating to wireless products.

Although we have attempted to identify important factors that could cause our actual results to differ materially from expectations, intentions, estimates or forecasts, there may be other factors that could cause our results to differ from what we currently anticipate, estimate or intend. Recent unprecedented events in global financial and credit markets have resulted in high market price volatility and contraction in credit markets. These on-going events could impact forward-looking statements contained in this short form prospectus and in the documents incorporated herein by reference in an unpredictable and possibly detrimental manner. In light of these risks, uncertainties and assumptions, the forward-looking events described in this short form prospectus and the documents incorporated by reference might not occur or might not occur when stated.

Forward-looking statements made in a document incorporated by reference in this short form prospectus are made as at the date of the original document and have not been updated by us except as expressly provided for in this short form prospectus. Except as required under applicable securities legislation, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

In this short form prospectus, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. All references to "dollars", "C$" or "$" are to Canadian dollars and all references to "U.S.$" are to United States dollars. For the amounts referenced under "Use of Proceeds" and "Plan of Distribution", the rate of exchange was U.S.$1.00=C$ • or C$1.00=U.S.$ • , each based on the Bank of Canada's noon exchange rate for • .

The following table sets out (1) the high and low rate of exchange for one Canadian dollar in U.S. dollars during the indicated periods, (2) the average of the rate of exchange on the last business day of each month during those periods, and (3) the exchange rate in effect as at the end of each of those periods, each based on the noon rate published by the Bank of Canada.



Three Month Periods ended August 31,
	2009	0.9358	0.8580	0.8981	0.9118
	2008	0.9987	0.9365	0.9738	0.9411
Three Month Periods ended May 31,
	2009	0.9123	0.7692	0.8246	0.9123
	2008	1.0161	0.9729	0.9949	1.0058
Fiscal Years Ended
	February 28, 2009	1.0161	0.7711	0.9133	0.7870
	February 29, 2008	1.0905	0.8467	0.9588	1.0206

PROSPECTUS SUMMARY

OUR BUSINESS

Overview

We are a leading provider of high-capacity Ethernet microwave equipment used in emerging IP networks. We design, develop, market and sell proprietary, carrier-grade microwave networking equipment, or links, that wirelessly transmit broadband voice, video and other data between two points. Our Ethernet microwave links, which are based on a native Ethernet platform, function as a wireless extension to an existing fiber optic core telecommunications network. Our products principally perform the backhaul function in a communication service provider's network, connecting high traffic points of aggregation such as high-capacity wireless base stations (3G+ wireless networks, including HSPA, WiMAX and LTE-based systems) and large `out of territory' enterprises to nodes on the fiber optic core network.

We target principally the global wireless communications service provider market and, in particular, service providers offering high-capacity wireless communication services, including 3G+ wireless service providers. At the end of our most recent fiscal year, we had shipped approximately 9,500 product units and our customer base included more than 250 customers worldwide in 56 countries. Our customers include Clearwire Corporation ("Clearwire"), which has launched the world's most advanced mobile WiMAX deployment, as well as Globalive Wireless Management Corp. ("Globalive"), which has selected our products for deployment in Globalive's North American 3G+ (HSPA) cellular network in support of its wireless services offered in the Canadian market under the brand name WIND. Based on our review of published United States Federal Communications Commission ("FCC") data, in 2008 we had the largest U.S. market share, at 32%, in combined 6, 11, 18 and 23 GHz links, and in 2008 we increased our market share in the U.S. market for 18 and 23 GHz bands to 46%.

Our revenue for the three months ended May 31, 2009 was $16.0 million, representing an increase of 49% or $5.2 million compared to the same period in the previous fiscal year. Revenue growth was driven by the acceleration of network deployment by Clearwire, as well as by overall increased sales activity. In the fiscal year ended February 28, 2009, our revenue was $43.3 million, representing an increase of 7.3% or $2.9 million compared to the previous fiscal year.

Industry Background

There are two key trends driving the increased demand for our products: increased demand for backhaul capacity and IP convergence. Demand for backhaul capacity is predicted to experience strong growth. According to a 2009 research report prepared by ABI Research titled "Mobile Backhaul — Global Market Analysis and Forecast (CAPEX and Lease Revenue Opportunities for Carrier Ethernet, Microwave, MPLS-TE, PBB-TE, TDM and Cable Backhaul Solutions)" (the "ABI Report"), global demand for backhaul capacity is expected to grow by almost five times from 2008 to 2014 (from 13.51 Tbps in 2008 to 66.49 Tbps in 2014), representing a compound annual growth rate of 30%. We believe the following factors are key drivers of demand for increased backhaul capacity:

•: Increasing Functionality of Mobile Devices and Capacity at the Edge of Wireless Networks. Access technologies currently being deployed or planned, including WiMAX, HSPA and LTE, in concert with the availability of sophisticated mobile devices, including smartphones, data cards and netbooks, significantly increase bandwidth demand per user within mobile networks.
•: Shift in Demand from Voice to Multimedia Content and Services in Mature Markets. Service providers in areas with mature subscriber bases are attempting to increase average revenue per user, or ARPU, by offering data services such as e-mail, web browsing, music and video downloading and other Internet related services, as well as mobile video services.
•: Increasing Demand for Wireless Coverage in Emerging Markets. As early broadband and wireless markets have matured, growth of broadband and wireless subscribers is shifting to emerging markets in developing countries and rural areas. In rural areas of the United States, some deployments are expected

to receive government funding or other support through the U.S.$7.2 billion rural broadband stimulus package.

•: Increase in Global Wireless Communications Subscribers. According to the ABI Report, the number of cellular subscribers globally is expected to increase from more than 4 billion at the end of 2008 to approximately 5.9 billion by the end of 2014.
•: Global Investment in Wireless Access Network Spectrum. There have been numerous auctions around the world of radio spectrum that is used in wireless access networks. The purchasers of this spectrum require backhaul solutions such as ours.

With the dramatic increase in mobile data, service providers are increasingly looking to integrate all communications traffic, including voice, video and other data traffic, onto a single, unified IP-based network. IP convergence enables service providers to carry more volume and types of data on a single network, improving efficiency, lowering network costs and giving service providers the ability to offer more advanced services. Advanced wireless networks such as certain 3G+ networks will utilize IP-based platforms and are expected to utilize the superior backhaul efficiencies of carrier-grade Ethernet equipment that supports scalability, high-availability, legacy TDM traffic support and service management.

Our Solutions

We believe our Ethernet microwave links are an attractive alternative to other backhaul solutions such as leased lines and fiber optic cable deployments. The key characteristics of our solutions are as follows:

•: Ethernet Microwave. Our products are based on a native Ethernet design which delivers high efficiency, low latency and full support for Ethernet data transport features. The advantages of Ethernet are lower price points when compared to SONET or SDH alternatives, more efficient transport due to the ability to perform statistical multiplexing, traffic priority management and fine bandwidth control.
•: High-Capacity and Scalable. Our products feature Gigabit Ethernet transport with link speeds up to 4 Gbps. The capacity of our Ethernet microwave links can be remotely controlled using our Flex software to match network demands without the need for site visits to upgrade hardware.
•: High Availability. Our products deliver 99.999% availability using Ethernet networking through a combination of equipment reliability and network level redundancy, including support for ring / mesh architectures. Our proprietary rapid link shutdown feature provides SONET-like failover speeds with low-cost Ethernet switching.
•: Cost Competitive. Our proprietary surface mount designs and manufacturing processes enable us to offer a cost competitive product compared with those that rely on conventional microwave manufacturing techniques. We deliver scalable bandwidth managed in 10 Mbps increments, providing our customers with an attractive `pay as you grow' approach.
•: Support for Legacy Networking Standards. Our Service Delivery Unit, or SDU, supports pseudowire, a technology that emulates the essential attributes of legacy TDM services over an IP switched network. Our SDU allows our customers to continue offering revenue-generating legacy services, while making a smooth transition to more efficient IP-based networks.
•: Network Management and Planning. Our products use industry standard simple network management protocol, or SNMP, rather than costly, proprietary network management systems. This significantly reduces the cost to service providers of integrating our product into their networks. We also offer deployment planning services to assist our customers in the design of their networks and the deployment of our products.

Clearwire Relationship

Clearwire is an alternative mobile network operator using pre-WiMAX and WiMAX 802.16 E-2005 technology to deliver mobile, fixed and nomadic Internet services to its subscribers in the United States and

Europe in the 2.5 GHz and 3.5 GHz frequency bands, respectively. In 2008, Clearwire Corporation was formed through the combination of Clearwire LLC and certain Sprint WiMAX network and 2.5 GHz assets and operations. These wireless assets were combined with investments from Intel Capital Corp., Google Inc., Comcast Corp., Time Warner Cable Inc. and Bright House Networks LLC. Clearwire has since announced plans to launch WiMAX networks in more than 80 markets, with the objective of expanding coverage to 120 million subscriber points of presence by the end of 2010. Clearwire has also announced that as of March, 2009, it had markets covering 75 million people under development and construction, with some of these markets launching later in 2009 and others in 2010. Clearwire also stated in March, 2009 that it was working on the long lead time low-cost site acquisition zoning and permitting work for the markets covering the remaining 45 million people over the course of 2009, and most recently announced (in August, 2009) that it has more than 20,000 cell sites under development. Clearwire has deployed wireless networks in multiple markets across North America using our Ethernet microwave links, and we are currently the primary supplier of licensed microwave equipment to Clearwire.

Our Growth Strategy

Our objective is to strengthen our position as a global leader in high-capacity Ethernet microwave communication equipment that enables the transition by wireless service providers to high-capacity all-IP networks. In order to accomplish this goal, we aim to leverage our technological leadership, broaden our market penetration, and demonstrate competitiveness for deployment with key customers in multiple radio access network types such as WiMAX, HSPA and LTE. The specific elements of our growth strategy are as follows:

•: Continue Product Development Investment. We believe that our growth to date has been, in large part, due to our product development focus on high-capacity Ethernet microwave equipment. We intend to continue to develop products to address market requirements in various applications and geographic markets around the world.
•: Expand Geographical Reach. We intend to build on our leading U.S. market share and our current international market penetration to expand our geographical reach. This multi-faceted strategy includes increasing global direct sales activities, expanding our distributor, value added reseller ("VAR") and original equipment manufacturer ("OEM") arrangements around the globe and investing in training and tools for our international distribution partners.
•: Capitalize on Broadband Stimulus Funding. The U.S. government has recently announced substantial funding of new rural broadband initiatives under the American Recovery and Reinvestment Act of 2009 totaling U.S.$7.2 billion in grants and loans. We believe that broadband stimulus funding of rural projects represents a significant opportunity for us to develop new and expanded markets for our backhaul transport solutions.
•: Continue to Focus on Operational Excellence and Deliver Effective Customer Service and Support. We intend to continue to focus on improving product quality, reducing delivery time, reducing costs, streamlining manufacturing processes and optimizing inventories. This focus on operational excellence has allowed us to significantly reduce our manufacturing costs and shorten our delivery time.
•: Review Selective Strategic Acquisitions. We intend to selectively review opportunities to acquire companies or technologies that complement our existing product portfolio and market reach.

Recent Developments

On September 14, 2009, we introduced Horizon Quantum, our newest product designed to provide significantly increased bandwidth capacity of up to 4 Gbps per link in a half-rack-unit device incorporating a bandwidth accelerator feature that enables superior spectral efficiency by up to a factor of 2.5 times as compared to conventional systems. Shipments of Horizon Quantum are scheduled to commence by the end of 2009.

Corporate Information

We were incorporated on February 24, 2000 by a Certificate and Articles of Incorporation issued under the Canada Business Corporations Act. Our head and registered office is 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9.

Unless otherwise noted or the context otherwise indicates, the terms "DragonWave", "we", "us", "our" and the "Company" refer to DragonWave Inc. and its wholly-owned subsidiaries DragonWave Corp. and 4472314 Canada Inc.

This short form prospectus contains company names, logos, trade names, trademarks and service marks of DragonWave and other organizations, all of which are the property of their respective owners.

THE OFFERING


Common Shares offered by us:		7,454,050 Common Shares
Common Shares offered by the Selling Shareholders:		5,518,250 Common Shares
Offering price:		U.S.$ • (C$ • ) per Common Share
Size of Offering:		U.S.$ • (C$ • Common Shares)
Common Shares Outstanding Assuming Completion of the Offering:		36,087,993 Common Shares. This represents immediate dilution of 21% for existing holders of Common Shares. The number of Common Shares and the dilution calculation assume no exercise of the Underwriters' Over-Allotment Option or any other options or warrants described in "Options and Warrants to Purchase Securities". See "Consolidated Capitalization".
Offering Type:		Offering in the U.S. under the MJDS and in each of the provinces of Canada, except the province of Quebec.
Use of Proceeds:		We expect to use the net proceeds of the sale of the Treasury Shares as follows:
		(i) as to approximately U.S.$ • (C$ • ) (40% of the net proceeds), to strengthen our balance sheet in preparation for new mobile broadband network deployments and to better position us to be selected as an equipment vendor for large network service providers;
		(ii) as to approximately U.S.$ • (C$ • ) (30% of the net proceeds), to fund working capital requirements associated with accelerating sales and production of our products;
		(iii) as to approximately U.S.$ • (C$ • ) (20% of the net proceeds), to continue to fund our efforts to increase sales penetration in regions outside North America, including increasing global direct sales activity, expanding our distribution, VAR and OEM network, and providing training and support to strengthen the systems engineering and support organizations of our VARs and OEMs. We also plan to invest in human resources and supporting infrastructure to support this effort; and
		(iv) as to the balance, to provide an available source of funding for potential future acquisition opportunities.
Over-Allotment Option:		We have granted the Underwriters an option to purchase up to an additional 1,945,845 Common Shares (equal to 15% of the Offered Shares) at the Offering price, exercisable during the period ending 30 days after the closing of this Offering to cover over-allotments, if any, and for market stabilization purposes. See "Plan of Distribution".
Dividend Policy:		We have never paid dividends and do not anticipate paying dividends in the foreseeable future. See "Dividend Policy".
Selling Shareholders:		Enterprise Partners V, L.P., Enterprise Partners VI, L.P., Wesley Clover Corporation and Wesley Clover International Corporation, Venture Coaches Fund L.P. and certain members of our management (namely, Peter Allen, Erik Boch, David Farrar, Russell Frederick, Brian McCormack and Alan Solheim).


Listing:		The outstanding Common Shares are listed and posted for trading on the TSX under the symbol "DWI". We have applied to list the Treasury Shares on the TSX. NASDAQ has conditionally approved the listing of the Treasury Shares and our outstanding Common Shares (including the Secondary Shares) on the NASDAQ Global Market under the trading symbol "DRWI". Listing will be subject to our fulfillment of all of the listing requirements of the TSX and NASDAQ, respectively.
Risk Factors:		An investment in Common Shares is speculative and involves a high degree of risk. Each purchaser should carefully consider the information set out under "Risk Factors" beginning on page 11 and the other information in this short form prospectus before purchasing Common Shares.

The number of Common Shares to be offered by us and the number of Common Shares to be outstanding are based on the number of Common Shares outstanding as of September 23, 2009. Unless we specifically state otherwise, the information in this short form prospectus:

•: is based on the assumption that the Underwriters will not exercise the Over-Allotment Option;
•: excludes 2,136,217 Common Shares reserved for issuance upon the exercise of options outstanding as of September 23, 2009 at a weighted average exercise price of $2.92 per Common Share; and
•: excludes 252,020 Common Shares reserved for issuance upon the exercise of warrants outstanding as of September 23, 2009 at a weighted average exercise price of $4.48 per Common Share.

See "Options and Warrants to Purchase Securities".

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following sets forth summary consolidated financial information for the periods indicated and is derived from our amended audited consolidated financial statements for the fiscal year ended February 28, 2009, and from our amended unaudited interim consolidated financial statements for the three month period ended May 31, 2009 ("DragonWave's Financial Statements"). This summary has been derived from DragonWave's Financial Statements contained elsewhere, and incorporated by reference in this short form prospectus. Historical results do not necessarily indicate results for any future period. Each prospective purchaser should read the following information in conjunction with DragonWave's Financial Statements, contained elsewhere, and incorporated by reference, in this short form prospectus and in conjunction with our management's discussion and analysis of consolidated results of operations and financial condition for the fiscal year ended February 28, 2009 dated May 7, 2009 and our management's discussion and analysis of consolidated results of operations and financial condition for the period ended May 31, 2009 dated July 14, 2009, which are incorporated by reference in this short form prospectus.

Our audited consolidated financial statements have been prepared in Canadian dollars in accordance with Canadian GAAP. We have prepared a reconciliation of the significant differences between Canadian GAAP and U.S. GAAP, which is presented in note 20 to DragonWave's Financial Statements. We have filed DragonWave's Financial Statements on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") which can be accessed at www.sedar.com and on the SEC's website at www.sec.gov. See "Reconciliation to U.S. GAAP".

		Three Months Ended May 31,						Fiscal Years Ended February 28/29,

		2009			2008			2009			2008
		(amounts in C$ thousands, except for share and per share amounts)
		(unaudited)			(unaudited)			(audited)			(audited)
Consolidated Statements of Operations, Comprehensive Loss and Deficit:
REVENUE			15,950			10,725			43,334			40,404
	Cost of sales		10,440			6,344			28,683			24,980

	Gross profit		5,510			4,381			14,651			15,424

EXPENSES
	Research and development		3,024			3,131			10,628			10,378
	Selling and marketing		2,539			2,624			10,649			8,858
	General and administrative		1,231			1,130			4,079			3,885
	Investment tax credits		(60	)		(50	)		(82	)		(492	)
	Restructuring charges		—			—			501			—

			6,734			6,835			25,775			22,629

Loss from operations			(1,224	)		(2,454	)		(11,124	)		(7,205	)

Interest income			34			254			693			1,109
Interest expense			(7	)		(9	)		(35	)		(203	)
Foreign exchange gain (loss)			(1,686	)		268			4,514			(1,453	)
Interest expense on debt component of redeemable preferred shares and convertible debt			—			—			—			(500	)

Loss before income taxes			(2,883	)		(1,941	)		(5,952	)		(8,252	)
Income taxes			—			—			(37	)		—

Net and comprehensive loss			(2,883	)		(1,941	)		(5,989	)		(8,252	)
Deficit, beginning of period			(77,860	)		(71,871	)		(71,871	)		(63,619	)

Deficit, end of period			(80,743	)		(73,812	)		(77,860	)		(71,871	)

Loss per share⁽¹⁾
	Basic and fully diluted		(0.10	)		(0.07	)		(0.21	)		(0.35	)

	Basic and diluted⁽²⁾ weighted average number of shares outstanding		28,569,238			28,480,522			28,537,202			23,448,504

(1): Basic loss per share is calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period. For all periods presented, the net loss available to shareholders equates to the net loss. The diluted loss per share does not differ from the basic loss per share as outstanding dilutive instruments are anti-dilutive.
(2): Excludes the effect of all options and warrants that are anti-dilutive for all periods presented.

			Fiscal Years Ended

	Three Months Ended May 31, 2009		February 28, 2009		February 29, 2008
	C$ (thousands)
	(unaudited)		(audited)		(audited)
Consolidated Balance Sheet Data:
Cash and cash equivalents		21,975		8,504		1,551
Short-term investments		—		14,994		31,908
Total assets		49,818		51,828		59,815
Total debt (line of credit)		586		641		550
Total liabilities		9,153		8,533		11,318
Total liabilities and shareholders' equity		49,818		51,828		59,815

RISK FACTORS

An investment in the Offered Shares involves a number of risks. In addition to the other information contained in this short form prospectus, prospective purchasers should give careful consideration to the following risk factors. Any of the matters highlighted in these risk factors could have a material adverse effect on our business, results of operations and financial condition, causing an investor to lose all, or part of, its, his or her investment.

The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are not aware of or focused on, or that we currently deem to be immaterial, may also impair our business operations and cause the trading price of the Offered Shares to decline.

Risks Related to Our Business and Industry

Our growth is dependent on the development and growth of the market for high-capacity wireless communications services.

The market for high-capacity wireless communications services is still emerging and the market demand, price sensitivity and preferred business model to deliver these services remain highly uncertain. Our growth is dependent on, among other things, the size and pace at which the market for high-capacity wireless communications services develops. If this market does not gain widespread acceptance and declines, remains constant or grows more slowly than anticipated, we may not be able to grow or sustain our growth, and our overall revenues and operating results will be materially and adversely affected.

In particular, our products are optimized for service providers that wish to deploy networks based on emerging 3G+ technologies such as HSPA, WiMAX and LTE. There can be no assurance that there will be sufficient end-user demand for services offered using these emerging network technologies. Other competing technologies may be developed that have advantages over these emerging technologies, and service providers of other networks based on these competing technologies may be able to deploy their networks at a lower cost, which may allow these service providers to compete more effectively.

Service providers that do choose to deploy emerging technologies for high-capacity wireless communications services are also dependent on suppliers other than us in order to build and operate their networks. If these third party suppliers are not successful in developing the network components, subscriber equipment and other equipment required by our customers in a timely and cost-efficient manner, network deployments by our customers and demand for our products will be materially and adversely affected.

We rely on a small number of customers for a large percentage of our revenue.

We have been dependent, and expect that in at least the next twelve months we will continue to be dependent, on a key customer, Clearwire. Clearwire represented approximately 52% of our sales for the three months ended May 31, 2009 (three months ended May 31, 2008 — 39%), 19% of our sales for the fiscal year ended February 28, 2009, and 27% of our sales for the fiscal year ended February 29, 2008. We supply products to our customers, including Clearwire, on a purchase order basis and, accordingly, customers are under no ongoing obligation to buy our products. Our relationships with our customers are generally not exclusive. To the extent that certain of our customers regard us as a critical supplier of equipment, such customers may choose to develop alternative sources of supply, such as our competitors, in order to mitigate actual or perceived risk to their own supply chains. If one or more of our customers discontinues its relationship with us for any reason, or reduces or postpones current or expected purchases of our products or services, our business, results of operations and financial condition could be materially adversely affected.

We face intense competition from several competitors and if we do not compete effectively with these competitors, our revenue may not grow and could decline.

We have experienced, and expect to continue to experience, intense competition from a number of companies. We compete principally with Harris Stratex Networks, Inc. and Ceragon Networks Ltd. Our existing and/or new competitors may announce new products, services or enhancements that better meet the needs of customers or changing industry standards or deeply discount the price of their products. Further, new

competitors or alliances among competitors could emerge. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on our business, financial condition and results of operations. Our competitors may also establish or strengthen co-operative relationships with sales channel partners or other parties with whom we have strategic relationships, thereby limiting our ability to promote our products.

Many of our competitors and potential competitors have significantly greater financial, technical, marketing and/or service resources than us and/or have greater geographical reach to existing and prospective customers. Many of these companies also have a larger installed base of products, longer operating histories or greater name recognition than we do. Customers for our products are particularly concerned that their suppliers will continue to operate and provide upgrades and maintenance for their products over a long-term period. Our relatively small size and short operating history may be considered negatively by current and prospective customers. In addition, our competitors may be able to respond more quickly than us to changes in end-user requirements and devote greater resources to the enhancement, promotion and sale of their products.

We face competition from indirect competitors.

In addition to direct competitors, we face competition from broadband technologies that compete with wireless transmission. Our products compete to a certain extent with other high-speed communications solutions, including fiber optic lines, DSL, free space optics, low and medium capacity point-to-point radios and other wireless technologies. Some of these technologies utilize existing installed infrastructure and have achieved significantly greater market acceptance and penetration than high-capacity broadband wireless technologies. Our wireless products and many other wireless products require a direct line of sight between antennas, potentially limiting deployment options and the ability to deploy products in a cost-effective manner. In addition, customers may wish to use transmission frequencies for which we do not offer products and, therefore, such customers may turn to our competitors to fulfill their requirements. We expect to face increasing competitive pressures from both current and future technologies in the broadband backhaul market. In light of these factors, the market for broadband wireless solutions may fail to develop or may develop more slowly than expected. Any of these outcomes could have a material adverse effect on our business, results of operations and financial condition.

Our success depends on our ability to develop new products and enhance existing products.

The markets for our products are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements. The introduction of products embodying new technology and the emergence of new industry standards can render our existing products obsolete and unmarketable and can exert price pressures on existing products. Our success depends on our ability to anticipate and react quickly to changes in technology or in industry standards and to successfully develop and introduce new, enhanced and competitive products on a timely basis. In particular, the continued acceptance and future success of our product offerings will depend on the capacity of those products to handle growing volumes of traffic, their reliability and security, and their cost-effectiveness compared to competitive product offerings. We cannot give assurance that we will successfully develop new products or enhance and improve our existing products, that new products and enhanced and improved existing products will achieve market acceptance or that the introduction of new products or enhanced existing products by others will not render our products obsolete. Our inability to develop products that are competitive in technology and price and that meet customer needs could have a material adverse effect on our business, financial condition and results of operations. Accelerated product introductions and short product life cycles require high levels of expenditure for research and development that could adversely affect our operating results. Further, any new products that we develop could require long development and testing periods and may not be introduced in a timely manner or may not achieve the broad market acceptance necessary to generate significant revenue.

As we develop new products, our older products will reach the end of their lives. As we discontinue the sale of these older products, we must manage the liquidation of inventory, supplier commitments and customer expectations. Part of our inventory may be written off, which would increase our cost of sales. In addition, we may be exposed to inventory-related losses on inventories purchased by our contract manufacturers. If we are

unable to properly manage the discontinuation of older products and secure customer acceptance of new products, our business, financial condition and results of operations could be materially and adversely affected.

We have a history of losses and cannot provide assurance that we will attain profitability. If we fail to do so, our share price may decline.

We reported net losses of $10.724 million for our 2007 fiscal year, $8.252 million for our 2008 fiscal year, $5.989 million for our 2009 fiscal year and $2.883 million for the three months ended May 31, 2009. We expect our expenses will grow to support our revenue growth. We cannot provide assurance that we will be able to attain profitability on a quarterly or annual basis. If we do achieve profitability, our profitability may not be sustained. Our business strategies may not be successful. Our results of operations will be harmed if our revenue does not increase at a rate equal to or greater than increases in our expenses or if our revenue is insufficient for us to attain profitability. If we are not able to attain profitability, our share price may decline and we may require additional financing, which may not be available.

Failure to manage our growth successfully may adversely impact our operating results.

The growth of our operations places a strain on managerial, financial and human resources. Our ability to manage future growth will depend in large part upon a number of factors, including our ability to rapidly:

•: build a network of channel partners to create an expanding presence in the evolving marketplace for our products and services;
•: build a sales team to keep customers and channel partners informed regarding the technical features, issues and key selling points of our products and services;
•: attract and retain qualified technical personnel in order to continue to develop reliable and flexible products and provide services that respond to evolving customer needs;
•: develop support capacity for customers as sales increase, so that we can provide post-sales support without diverting resources from product development efforts; and
•: expand our internal management and financial controls significantly, so that we can maintain control over our operations and provide support to other functional areas as our number of personnel and size increases.

Our inability to achieve any of these objectives could harm our business, financial condition and results of operations.

Our quarterly revenue and operating results can be difficult to predict and can fluctuate substantially.

Our revenue is difficult to forecast, is likely to fluctuate significantly and may not be indicative of our future performance from quarter to quarter. In addition, our operating results may not follow any past trends. The factors affecting our revenue and results, many of which are outside of our control, include:

•: competitive conditions in our industry, including strategic initiatives by us or our competitors, new products or services, product or service announcements and changes in pricing policy by us or our competitors;
•: market acceptance of our products and services;
•: our ability to maintain existing relationships and to create new relationships with channel partners;
•: varying size, timing and contractual terms of orders for our products, which may delay the recognition of revenue;
•: the project based nature of deployments of our products;
•: the discretionary nature of purchase and budget cycles of our customers and changes in their budgets for, and timing of, equipment purchases;

•: strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
•: general weakening of the economy resulting in a decrease in the overall demand for telecommunications products and services or otherwise affecting the capital investment levels of service providers;
•: timing of product development and new product initiatives; and
•: the length and variability of the sales cycles for our products.

Because our quarterly revenue is dependent upon a relatively small number of transactions, even minor variations in the rate and timing of conversion of our sales prospects into revenue could cause us to plan or budget inaccurately, and those variations could adversely affect our financial results. Delays, reductions in the amount or cancellations of customers' purchases would adversely affect our business, results of operations and financial condition.

A general global economic downturn may negatively affect our customers and their ability to purchase our products. A downturn may decrease our revenues and increase our costs and may increase credit risk with our customers and impact our ability to collect accounts receivable and recognize revenue.

Disruptions in the financial markets have had and may continue to have an adverse effect on the U.S. and world economy, which could negatively impact business spending patterns. Current tightening of credit in financial markets could adversely affect the ability of our customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in or cancellation of orders for our products.

The current financial market conditions and the extent of the accompanying economic downturn may exacerbate some of the other risks that affect our business, results of operations and financial condition. A tighter credit market for consumer, business, and service provider spending may have several adverse effects, including reduced demand for our products, increased price competition or deferment of purchases and orders by our customers. Additional effects may include increased demand for customer finance, difficulties in collection of accounts receivable and increased risk of counterparty failures.

We may be negatively affected by economic and geopolitical uncertainty.

The market for our products depends on economic and geopolitical conditions affecting the broader market. Economic conditions globally are beyond our control. In addition, acts of terrorism and the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect the global economy. Downturns in the economy or geopolitical uncertainties may cause our customers to delay or cancel projects, reduce their overall capital or operating budgets or reduce or cancel orders for our products, which could have a material adverse effect on our business, results of operations and financial condition.

We may be adversely affected by currency fluctuations.

A substantial portion of our revenue is earned in U.S. dollars, but a substantial portion of our operating expenses are incurred in Canadian dollars. Fluctuations in the exchange rate between the U.S. dollar and other currencies, such as the Canadian dollar, may have a material adverse effect on our business, financial condition and operating results. We do not currently engage in transactional hedging schemes but we do attempt to hedge or mitigate the risk of currency fluctuations by actively monitoring and managing our foreign currency holdings relative to our foreign currency expenses.

We may be adversely affected by credit risk.

We are exposed to credit risk for accounts receivable in the event that counterparties do not meet their obligations. We attempt to mitigate our credit risk to the extent possible by performing credit reviews. Both economic and geopolitical uncertainty can influence the ultimate collectability of these receivable amounts. Failure to collect outstanding receivables could have a material adverse effect on our business, results of operations and financial condition.

If we are required to change our pricing models to compete successfully, our margins and operating results may be adversely affected.

The intensely competitive market in which we conduct our business may require us to reduce our prices. If our competitors offer deep discounts on certain products or services in an effort to recapture or gain market share or to sell other products and services, we may be required to lower our prices or offer other favorable terms to compete successfully. Any such changes would reduce our margins and could adversely affect our operating results.

If sufficient radio spectrum is not allocated for use by our products, or we fail to obtain regulatory approval for our products, our ability to market our products may be restricted.

Radio communications are subject to regulation in North America, Europe and other jurisdictions in which we sell our products. Generally, our products must conform to a variety of national and international standards and requirements established to avoid interference among users of radio frequencies and to permit the interconnections of telecommunications equipment. In addition, our products are affected by the allocation and licensing (by auction or other means) of radio spectrum by governmental authorities. Such governmental authorities may not allocate or license sufficient radio spectrum for use by prospective customers of our products. Historically, in many developed countries, the lack of availability of commercial radio spectrum or the failure by governments to license that spectrum has inhibited the growth of wireless telecommunications networks.

In order to sell our products in any given jurisdiction, we must obtain regulatory approval for our products. Each jurisdiction in which we market our products has its own rules relating to such approval. Products that support emerging wireless telecommunications services can be marketed in a jurisdiction only if permitted by suitable radio spectrum allocations and regulations, and the process of establishing new regulations is complex and lengthy.

Any failure by regulatory authorities to allocate suitable and sufficient radio spectrum to potential customers in a timely manner could negatively impact demand for our products and may result in the delay or loss of potential orders for our products. In addition, any failure by us to obtain or maintain the proper regulatory approvals for our products could have a material adverse effect on our business, financial condition and results of operations.

If our current or prospective customers are unable to secure a license for applicable radio spectrum, the customer may not be permitted to deploy a wireless network using our products.

Our products operate primarily on government-licensed radio frequencies. Users of our products must either have a spectrum license to operate and provide communications services in the applicable frequency or must acquire the right to do so from another license holder. Obtaining such licenses is a lengthy process and is subject to significant uncertainties regarding timing and availability. There can be no assurance as to when any government may license radio spectrum or as to whether our customers will be successful in securing, maintaining or renewing any necessary spectrum licenses.

In addition, if a license holder of such radio spectrum files for liquidation, dissolution or bankruptcy, substantial time could pass before its licenses are transferred, cancelled, reissued or made available by the applicable government licensing authority. Until the licenses are transferred, cancelled, reissued or otherwise made available, other operators may be precluded from operating in such licensed spectrum, which could decrease demand for our products. In addition, if the authorities choose to revoke licenses for certain radio frequencies, demand for our products may decrease as well.

Changes in government regulation, or industry standards, may limit the potential markets for our products. We may need to modify our products, which may increase our product costs and adversely affect our ability to become profitable.

Radio frequencies are subject to extensive regulation both nationally and internationally. The emergence or evolution of regulations and industry standards for wireless products, through official standards committees or

widespread use by operators, could require us to modify our systems. This may be expensive and time-consuming. Each country has different regulations and procedures for the approval of wireless communications equipment and the uses of radio spectrum in association with that equipment. If new industry standards emerge that we do not anticipate, our products could be rendered obsolete.

Our ability to sell products and services is dependent upon our establishing and maintaining relationships with channel partners.

We are dependent upon our ability to establish and develop new relationships and to build on existing relationships with channel partners, which we rely on to sell our current and future products and services. We cannot provide assurance that we will be successful in maintaining or advancing our relationships with channel partners. In addition, we cannot provide assurance that our channel partners will act in a manner that will promote the success of our products and services. Failure by channel partners to promote and support our products and services could adversely affect our business, results of operations and financial condition.

Some channel partners also sell products and services of our competitors. If some of our competitors offer their products and services to our channel partners on more favorable terms or have more products or services available to meet their needs, there may be pressure on us to reduce the price of our products or services or increase the commissions payable to channel partners, failing which our channel partners may stop carrying our products or services or de-emphasize the sale of our products and services in favor of the products and services of our competitors.

We rely primarily upon two outsourced manufacturers and we are exposed to the risk that these manufacturers will not be able to satisfy our manufacturing needs on a timely basis.

We do not have any internal manufacturing capabilities and we rely upon a small number of outsourced manufacturers to manufacture our products. Substantially all of our products are currently manufactured by BreconRidge Corporation ("BreconRidge") and Plexus Corp. ("Plexus"). See "Our Business — Manufacturing and Supply Chain Management". Our ability to ship products to our customers could be delayed or interrupted as a result of a variety of factors relating to our outsourced manufacturers, including:

•: our outsourced manufacturers not being required to manufacture our products on a long-term basis in any specific quantity or at any specific price;
•: early termination of, or failure to renew, contractual arrangements;
•: our failure to effectively manage our outsourced manufacturer relationships;
•: our outsourced manufacturers experiencing delays, disruptions or quality control problems in their manufacturing operations;
•: lead-times for required materials and components varying significantly and being dependent on factors such as the specific supplier, contract terms and the demand for each component at a given time;
•: underestimating our requirements, resulting in our outsourced manufacturers having inadequate materials and components required to produce our products, or overestimating our requirements, resulting in charges assessed by the outsourced manufacturers or liabilities for excess inventory, each of which could negatively affect our gross margins; and
•: the possible absence of adequate capacity and reduced control over component availability, quality assurances, delivery schedules, manufacturing yields and costs.

Although we believe that BreconRidge and Plexus have sufficient economic incentive to perform our manufacturing, the resources devoted to these activities by BreconRidge and Plexus are not within our control, and there can be no assurance that manufacturing problems will not occur in the future. Insufficient supply or an interruption or stoppage of supply from BreconRidge and Plexus or our inability to obtain additional manufacturers when and if needed, could have a material adverse effect on our business, results of operations and financial condition.

If any of our outsourced manufacturers are unable or unwilling to continue manufacturing our products in required volumes and quality levels, we will have to identify, qualify, select and implement acceptable alternative manufacturers, which would likely be time consuming and costly. In addition, an alternate source may not be available to us or may not be in a position to satisfy our production requirements at commercially reasonable prices and quality. Therefore, any significant interruption in manufacturing would result in us being unable to deliver the affected products to meet our customer orders, which could have a material adverse effect on our business, results of operations and financial condition.

We rely on our suppliers to supply components for our products and we are exposed to the risk that these suppliers will not be able to supply components on a timely basis, or at all.

The manufacturers of our products depend on obtaining adequate supplies of components on a timely basis. We source several key components used in the manufacture of our products from a limited number of suppliers, and in some instances, a single source supplier.

In addition, these components are often acquired through purchase orders and we may have no long-term commitments regarding supply or pricing from our suppliers. Lead-times for various components may lengthen, which may make certain components scarce. As component demand increases and lead-times become longer, our suppliers may increase component costs. We also depend on anticipated product orders to determine our materials requirements. Lead-times for limited-source materials and components can be as long as six months, vary significantly and depend on factors such as the specific supplier, contract terms and demand for a component at a given time. From time to time, shortages in allocations of components have resulted in delays in filling orders. Shortages and delays in obtaining components in the future could impede our ability to meet customer orders. Any of these sole source or limited source suppliers could stop producing the components, cease operations entirely, or be acquired by, or enter into exclusive arrangements with, our competitors. As a result, these sole source and limited source suppliers may stop selling their components to our outsourced manufacturers at commercially reasonable prices, or at all. Any such interruption, delay or inability to obtain these components from alternate sources at acceptable prices and within a reasonable amount of time would adversely affect our ability to meet scheduled product deliveries to our customers and reduce margins realized.

Alternative sources of components are not always available or available at acceptable prices. In addition, we rely on, but have limited control over, the quality, reliability and availability of the components supplied to it. If we cannot manufacture our products due to a lack of components, or are unable to redesign our products with other components in a timely manner, our business, results of operations and financial condition could be adversely affected.

If our intellectual property is not adequately protected, we may lose our competitive advantage.

Our success depends in part on our ability to protect our rights in our intellectual property. We rely on various intellectual property protections, including patents, copyright, trade-mark and trade secret laws and contractual provisions, to preserve our intellectual property rights. Our present protective measures may not be adequate or enforceable to prevent misappropriation of our technology or to prevent a third party from developing the same or similar technology. Despite our precautions, it may be possible for third parties to obtain and use our intellectual property without our authorization. Policing unauthorized use of intellectual property is difficult, and some foreign laws do not protect proprietary rights to the same extent as the laws of Canada or the United States.

To protect our intellectual property, we may become involved in litigation, which could result in substantial expenses, divert management's attention, cause significant delays, materially disrupt the conduct of our business or adversely affect our revenue, financial condition and results of operations.

Our business may be harmed if we infringe on the intellectual property rights of others.

Our commercial success depends, in part, upon us not infringing intellectual property rights owned by others. A number of our competitors and other third parties have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by us in our products. Some of these patents may grant very broad protection to the owners of the patents. We cannot

determine with certainty whether any existing third party patents or the issuance of any third party patents would require us to alter our technology, obtain licenses or cease certain activities. We may become subject to claims by third parties that our technology infringes their intellectual property rights due to the growth of products in our target markets, the overlap in functionality of these products and the prevalence of products. Aggressive patent litigation is not uncommon in our industry and can be disruptive. We may become subject to these claims either directly or through indemnities against these claims that we routinely provide to our customers and channel partners. In some of our agreements we do not have a limit on our liability for such claims and therefore a successful claim could result in significant liability to us.

In addition, we have received, and may receive in the future, claims from third parties asserting infringement and other related claims. Litigation may be necessary to determine the scope, enforceability and validity of such third party proprietary rights or to establish our proprietary rights. Some of our competitors have, or are affiliated with companies having, substantially greater resources than us and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for a longer period of time than us. Regardless of their merit, any such claims could:

•: be time consuming to evaluate and defend;
•: result in costly litigation;
•: cause product shipment delays or stoppages;
•: divert the attention and focus of our management and technical personnel away from our business;
•: subject us to significant damages, noting that in the United States plaintiffs may be entitled to treble damages if intellectual property infringement is found to be wilful;
•: subject us to significant other liabilities, including liability to indemnify end-customers pursuant to standard contractual indemnities entered into by us in favor of those customers;
•: require us to enter into costly royalty or licensing agreements; and
•: require us to modify, rename or stop using the infringing technology.

We may be prohibited from developing or commercializing certain technologies and products unless we obtain a license from a third party. There can be no assurance that we will be able to obtain any such license on commercially favorable terms, or at all. If we do not obtain such a license, our business, results of operations and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and to restructure our business to focus on operations in other markets.

Moreover, license agreements with third parties may not include all intellectual property rights that may be issued to or owned by the licensors, and future disputes with these parties are possible. Current or future negotiations with third parties to establish license or cross license arrangements, or to renew existing licenses, may not be successful and we may not be able to obtain or renew a license on satisfactory terms or at all. If we cannot obtain required licenses, or if existing licenses are not renewed, litigation could result.

If we lose our rights to use software we currently license from third parties, we could be forced to seek alternative technology, which could increase our operating expenses and could adversely affect our ability to compete.

We license certain software used in our products from third parties, generally on a non-exclusive basis. The termination of any of these licenses, or the failure of the licensors to adequately maintain or update their software, could delay our ability to ship our products while we seek to implement alternative technology offered by other sources and could require significant unplanned investments on our part if we are forced to develop alternative technology internally. In addition, alternative technology may not be available to us on commercially reasonable terms from other sources. In the future, it may be necessary or desirable to obtain other third party technology licences relating to one or more of our products or relating to current or future technologies to enhance our product offerings. There is a risk that we will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, or at all.

We have a lengthy and variable sales cycle.

It is difficult for us to forecast the timing of revenue from sales of our products because our customers typically invest substantial time, money and other resources researching their needs and available competitive alternatives before deciding to purchase our products and services. Typically, the larger the potential sale, the more time, money and other resources will be invested by customers. As a result, it may take many months after our first contact with an end-customer before a sale can actually be completed. In addition, we rely on our channel partners to sell our products to customers and, therefore, our sales efforts are vulnerable to delays at both the channel partner and the end-customer level.

During these long sales cycles, events may occur that affect the size or timing of the order or even cause it to be cancelled, including:

•: purchasing decisions may be postponed, or large purchases reduced, during periods of economic uncertainty;
•: we or our competitors may announce or introduce new products or services;
•: our competitors may offer lower prices; or
•: budget and purchasing priorities of customers may change.

If these events were to occur, sales of our products or services may be cancelled or delayed, which would reduce our revenue.

Our ability to recruit and retain management and other qualified personnel is crucial to our ability to develop, market, sell and support our products and services.

We depend on the services of our key technical, sales, marketing and management personnel. The loss of any of these key persons could have a material adverse effect on our business, results of operations and financial condition. Our success is also highly dependent on our continuing ability to identify, hire, train, motivate and retain highly qualified technical, sales, marketing and management personnel. Competition for such personnel can be intense, and we cannot provide assurance that we will be able to attract or retain highly qualified technical, sales, marketing and management personnel in the future. Stock options comprise a significant component of our compensation of key employees, and if our share price declines, it may be difficult to recruit and retain such individuals. In addition, the number of stock options available for grant under our Stock Option Plan (as defined herein) is limited (see "Options and Warrants to Purchase Securities — Equity Compensation Plans") and even though the number of stock options available for grant will increase as a result of this Offering, the size of our option pool may limit our ability to use equity incentives as a means to recruit and retain key employees. Our inability to attract and retain the necessary technical, sales, marketing and management personnel may adversely affect our future growth and profitability. It may be necessary for us to increase the level of compensation paid to existing or new employees to a degree that our operating expenses could be materially increased. We do not currently maintain corporate life insurance policies on key employees.

Our international sales and operations subject us to additional risks that can adversely affect our operating results.

Our business model is to sell our products across the world in jurisdictions where service providers are building new communications networks or expanding existing networks, and our sales and operations are, therefore, global in nature. Our current and future international operations subject us to a variety of risks, including:

•: difficulty managing and staffing foreign offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
•: difficulties in enforcing contracts, collecting accounts receivable and longer payment cycles, especially in emerging markets;
•: the need to localize our products and licensing programs for international customers;
•: tariffs and trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;

•: increased exposure to foreign currency exchange rate risk; and
•: reduced protection for intellectual property rights in some countries.

Because our products are sold and marketed in different countries, the products must function in and meet the requirements of many different environments and be compatible with various systems and products. If our products fail to meet these requirements, this could negatively impact on sales and have a material adverse effect on our business, results of operation and financial condition.

We are subject to government regulations concerning the sale and export of our products and our failure or inability to comply with these regulations could materially restrict our operations and subject us to penalties.

As discussed above, our sales and operations are global in nature and we must comply with applicable export control and economic sanctions laws. Canadian export control and economic sanctions laws govern any information, products or materials that we ship from Canada or otherwise provide to non-Canadian persons. On May 27, 2009 and August 14, 2009, we filed a 'non-compliance report' with Canada's Export and Import Controls Bureau ("EICB") relating to our inadvertent non-compliance with the requirement to obtain an export permit covering certain of our products and a number of export sales and electronic transfers of these products since October 2004. While there can be no assurance that the Government of Canada will not exercise its discretion to impose penalties or impose conditions with respect to the issuance of new export permits in respect of the past acts of non-compliance, since the time we first reported past non-compliance on May 27, 2009, the EICB has issued new export permits to us with standard conditions and has invited us to apply for an exceptional broad-based permit to cover our future exports. We understand that the EICB accepts applications for broad-based permits as a policy matter only from exporters in whom the EICB has confidence in terms of compliance. Nevertheless, and regardless of its past practice, if the EICB elects to decline the issuance of further export permits to us or otherwise conditions such permits further based on its final pending assessment of our non-compliance reports, our ability to continue to export our products could be restricted which could materially disrupt the conduct of our business or adversely affect our revenue, financial condition and results of operations.

Finally, although we are a Canadian company, certain of our business transactions are also governed by U.S. export control requirements, including the export of items containing more than de minimis amounts of U.S. controlled content. While we are not aware of any instances of non-compliance with U.S. licensing requirements for hardware or technology exports made during the past five years, an internal review has raised questions concerning certain past internet-based transfers of software (some of which apparently contained small amounts of low-level encryption for networking), and we have filed a voluntary disclosure with the U.S. Department of Commerce so it can determine whether any past electronic transfers resulted in non-compliance. While there can be no assurance that the U.S. Department of Commerce will not exercise its discretion to impose penalties in the event we are found to have been non-compliant, we have no reason to believe, based on a review of past enforcement actions by the U.S. Department of Commerce, that any likely enforcement outcome would present a material risk to our ongoing business operations. We remain committed to compliance with all applicable export controls and sanctions laws, both in Canada and in the United States.

We may be unable to identify and complete acquisitions. Acquisitions could divert management's attention and financial resources, may negatively affect our operating results and could cause significant dilution to our shareholders.

In the future, we may engage in selective acquisitions of products or businesses that we believe are complementary to our products or business. There is a risk that we will not be able to identify suitable acquisition candidates available for sale at reasonable prices, complete any acquisition, or successfully integrate any acquired product or business into our operations. We are likely to face competition for acquisition candidates from other parties including those that have substantially greater available resources. Acquisitions may involve a number of other risks, including:

•: diversion of management's attention;
•: disruption to our ongoing business;
•: failure to retain key acquired personnel;

•: difficulties in integrating acquired operations, technologies, products or personnel;
•: unanticipated expenses, events or circumstances;
•: assumption of disclosed and undisclosed liabilities;
•: inappropriate valuation of the acquired in-process research and development, or the entire acquired business; and
•: difficulties in maintaining customer relations.

If we do not successfully address these risks or any other problems encountered in connection with an acquisition, the acquisition could have a material adverse effect on our business, results of operations and financial condition. Problems with an acquired business could have a material adverse effect on our performance or our business as a whole. In addition, if we proceed with an acquisition, our available cash may be used to complete the transaction, diminishing our liquidity and capital resources, or shares may be issued which could cause significant dilution to our existing shareholders.

Defects in our products could result in significant costs to us and could impair our ability to sell our products.

Our products are complex and, accordingly, they may contain defects or errors, particularly when first introduced or as new versions are released. We may not discover such defects or errors until after a product has been released and used by our end-customers. Defects and errors in our products could materially and adversely affect our reputation, result in significant costs to us, delay planned release dates and impair our ability to sell our products in the future. The costs we incur correcting any product defects or errors may be substantial and could adversely affect our operating margins. While we plan to continually test our products for defects and errors and work with customers through our post-sales support services to identify and correct defects and errors, defects or errors in our products may be found in the future.

If a successful product liability claim were made against us, our business could be seriously harmed.

Our agreements with our customers typically, although not always, contain provisions designed to limit our exposure to potential product liability claims. Despite this, it is possible that these limitation of liability provisions may not be effective as a result of existing or future laws or unfavorable judicial decisions. We have not experienced a material product liability claim to date; however, the sale and support of our products may entail the risk of those claims, which are likely to be substantial in light of the use of our products in critical applications. A successful product liability claim could result in significant monetary liability to us and could seriously harm our business.

There may be health and safety risks relating to wireless products.

In recent years, there has been publicity regarding the potentially negative direct and indirect health and safety effects of electromagnetic emissions from cellular telephones and other wireless equipment sources, including allegations that these emissions may cause cancer. Our wireless communications products emit electromagnetic radiation. Health and safety issues related to our products may arise that could lead to litigation or other actions against us or to additional regulation of our products. We may be required to modify our technology and may not be able to do so. We may also be required to pay damages that may reduce our profitability and adversely affect our financial condition. Even if these concerns prove to be baseless, the resulting negative publicity could affect our ability to market our products and, in turn, could harm our business and results of operations.

Risks relating to the Offering and our Share Capital

The trading price of our Common Shares has been, and may continue to be, subject to large fluctuations.

Our Common Shares are listed on the TSX and we have applied to list the Treasury Shares on the TSX. The Treasury Shares and our outstanding Common Shares (including the Secondary Shares) have been conditionally aproved for listing on the NASDAQ Global Market. Listing will be subject to our fulfillment of the requirements of the TSX and NASDAQ, respectively. The trading price of our Common Shares has been, and may continue to

be, subject to large fluctuations and, therefore, the value of any of the Offered Shares may also fluctuate significantly, which may result in losses to investors. The trading price of our Common Shares may increase or decrease in response to a number of events and factors, including:

•: low trading volumes;
•: actual or anticipated fluctuations in our results of operations;
•: changes in estimates of our future results of operations by us or securities analysts;
•: announcement of technological innovations or new products or services by us or our competitors;
•: changes affecting the communications industry; and
•: other events and factors, including the risk factors identified or incorporated by reference in this short form prospectus.

Listing our Common Shares and the Offered Shares on the NASDAQ Global Market in addition to the TSX may increase share price volatility on the TSX and also result in volatility of the trading price on NASDAQ because trading will be split between the two markets, resulting in less liquidity on both exchanges. In addition, different liquidity levels, volume of trading, currencies and market conditions on the two exchanges may result in different prevailing trading prices.

Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources, which could adversely affect our business. Any adverse determination in litigation against us could also subject us to significant liabilities.

Our Common Shares have no prior trading history in the United States, and an active market may not develop.

Our Common Shares are currently listed on the TSX but are not listed on any United States stock exchange or quoted on any United States quotation system. Accordingly, prior to the Offering, there has been no public market in the United States for our Common Shares. The initial United States public Offering price for the Offered Shares may bear no relationship to the price at which the Common Shares will trade on the completion of the Offering. The price of the Common Shares may be lower than the Offering price. In addition, because the liquidity and trading patterns of securities listed on the TSX may be substantially different from those of securities quoted on NASDAQ, historical trading prices may not be indicative of the prices at which our Common Shares will trade in the future on NASDAQ.

Although our outstanding Common Shares and the Offered Shares have been conditionally approved for listing on the NASDAQ Global Market, an active trading market for our Common Shares may never develop or be sustained in the United States following the Offering. On January 5, 2009, we cancelled the admission of our Common Shares to trading on the Alternative Investment Market operated by the London Stock Exchange Group plc ("AIM"), in part because low trading volumes did not justify continued admission. If an active market for our Common Shares does not develop, it may be difficult for United States residents to sell the Offered Shares they purchase in the Offering without depressing the market price for the shares, or at all.

As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

DragonWave is a "foreign private issuer" under applicable U.S. federal securities laws and, therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act") and related rules and regulations. As a result, we do not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors, and principal shareholders are exempt from the reporting and "short swing" profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell their Common Shares, as the reporting deadlines under the

corresponding Canadian insider reporting requirements are longer. In addition, as a foreign private issuer we are exempt from the proxy rules under the Exchange Act.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

We may in the future lose our foreign private issuer status if a majority of our Common Shares are held in the U.S. and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the MJDS. If we are not a foreign private issuer, we would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to prepare our financial statements in accordance with U.S. GAAP. In addition, we may lose the ability to rely upon exemptions from NASDAQ corporate governance requirements that are available to foreign private issuers. Further, if we engage in capital raising activities after losing foreign private issuer status, there is a higher likelihood that investors may require us to file resale registration statements with the SEC as a condition to any such financing.

The financial reporting obligations of being a public company in the U.S. will be expensive and time consuming, and will place significant additional demands on our management.

Prior to the consummation of the Offering, we have not been subject to public company reporting obligations in the U.S. The additional obligations of being a public company in the U.S. will require significant additional expenditures and place additional demands on our management. In particular, Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing Section 404 require an annual evaluation of our internal controls over financial reporting to be attested to by an independent auditing firm. Under current rules, we will be subject to these requirements beginning with the fiscal year ending February 28, 2011. This process will increase our legal and financial compliance costs, and could make some activities more difficult, time-consuming or costly. If an independent auditing firm is unable to provide us with an attestation and an unqualified report as to the effectiveness of our internal controls, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our Common Shares.

An investor may be unable to bring actions or enforce judgments against us and certain of our directors and officers.

DragonWave is incorporated under the laws of Canada, and our principal executive offices are located in Canada. A majority of our directors and officers, and our independent public accounting firm, reside principally outside of the United States and all or a substantial portion of our assets and the assets of these persons are located outside the United States. Consequently, it may not be possible for an investor to effect service of process within the United States on us or those persons. Furthermore, it may not be possible for an investor to enforce judgments obtained in United States courts based upon the civil liability provisions of United States federal securities laws or other laws of the United States against us or those persons.

We do not currently intend to pay any cash dividends on our Common Shares in the foreseeable future and, therefore, purchasers of Offered Shares may not be able to receive a return on their Offered Shares unless they sell them at an amount greater than the Offering price.

We have never declared or paid any dividends on our Common Shares. We currently intend to retain any future earnings to fund the development and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon many factors, including our results of operations, capital requirements and other factors as the board of directors deems relevant.

Our actual financial results may vary from our publicly disclosed forecasts.

Our actual financial results may vary from our publicly disclosed forecasts and these variations could be material and adverse. We periodically provide guidance on future financial results. Our forecasts reflect numerous assumptions concerning our expected performance, as well as other factors that are beyond our control and which may not turn out to be correct. Although we believe that the assumptions underlying our guidance and other forward-looking statements were and are reasonable when we make such statements, actual results could be materially different. Our financial results are subject to numerous risks and uncertainties, including those identified throughout these risk factors and elsewhere in this short form prospectus and the documents incorporated by reference. See "Caution Regarding Forward-Looking Statements". If our actual results vary from our announced guidance, the price of our Common Shares may decline, and such a decline could be substantial. Except as required under applicable securities legislation, we do not undertake to update any guidance or other forward-looking information we may provide, whether as a result of new information, future events or otherwise.

We believe that we are not currently a PFIC for U.S. federal income tax purposes, but this factual determination is made annually and could change in the future.

We believe that we are not currently a "passive foreign investment company" (a "PFIC") for U.S. federal income tax purposes. However, if we were a PFIC, or if we were to become a PFIC in future taxable years, this could result in material adverse U.S. federal income tax consequences for any investor who is a U.S. holder (as defined below under the heading "Certain United States Federal Income Tax Considerations for U.S. Holders") of Offered Shares, including having gains realized on the sale of the Offered Shares treated as ordinary income rather than as capital gains, and having potentially punitive interest charges apply to those gains as well as to certain other distributions made by us. Further, in the event we were to be or become a PFIC, certain non-corporate U.S. holders would not be eligible for the preferential tax rates on dividends paid by qualified foreign corporations, as discussed below under the heading "Certain United States Federal Income Tax Considerations for U.S. Holders". For a more detailed discussion of the consequences of DragonWave being classified as a PFIC, including discussion of certain elections which, if available, could mitigate some of the adverse consequences described above, see below under the heading "Certain United States Federal Income Tax Considerations for U.S. Holders — PFIC Rules".

U.S. purchasers are urged to consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the acquisition, ownership, and disposition of the Offered Shares as may be applicable to their particular circumstances.

The acquisition of, investment in and disposition of the Offered Shares has tax consequences.

A summary of material Canadian and United States tax considerations for certain types of purchasers of the Offered Shares is described under the heading "Certain Canadian Federal Income Tax Considerations for Non-Residents of Canada" and "Certain U.S. Federal Income Tax Considerations for U.S. Holders". Prospective investors also should be aware that the acquisition, holding and/or disposition of the Offered Shares may have additional tax consequences both in the United States and Canada that are not described herein.

Purchasers should consult their own tax advisors with respect to the tax consequences of the acquisition, ownership, and disposition of the Offered Shares as may be applicable to their particular circumstances.

Future sales of Common Shares by our existing shareholders could cause our share price to fall.

If our shareholders sell substantial amounts of our Common Shares in the public market, the market price of the Common Shares could fall. The perception among investors that these sales will occur could also produce this effect. After this Offering, we will have 36,202,359 Common Shares outstanding (assuming the exercise of the Private Investor Warrants (as defined herein) held by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.). All of the Treasury Shares we will issue in the Offering and all of our outstanding Common Shares will, subject to applicable securities legislation, generally be immediately available for resale in the public markets with the exception of 1,686,524 Common Shares, or approximately 4.66% of our outstanding Common Shares after the Offering, which are currently restricted as a result of lock-up agreements but will be

able to be sold after the close of trading on the 90^th day following the Closing Date. See "Plan of Distribution — Lock-Up Agreements".

We may require additional capital in the future and we cannot give any assurance that such capital will be available at all or available on terms acceptable to us and, if it is available, additional capital raised by us may dilute each shareholder's ownership of our Common Shares.

We may need to raise additional funds through public or private debt or equity financings in order to:

•: fund ongoing operations;
•: take advantage of opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses;
•: develop new products; or
•: respond to competitive pressures.

Any additional capital raised through the sale of equity will dilute each shareholder's percentage ownership of our Common Shares. Capital raised through debt financing would require us to make periodic interest payments and may impose restrictive covenants on the conduct of our business. Furthermore, additional financings may not be available on terms favourable to us, or at all. Our failure to obtain additional funding could prevent us from making expenditures that may be required to grow our business or maintain our operations.

Each purchaser will suffer immediate and substantial dilution due to this Offering.

The Offering price will significantly exceed the net tangible book value per share of our Common Shares. Accordingly, a purchaser of Offered Shares in this Offering will incur immediate and substantial dilution of his, her or its investment. If the outstanding options and warrants to purchase Common Shares are exercised, additional dilution will occur. In addition, the total number of options available for grant under our Stock Option Plan will increase as a result of this Offering and if new stock options are granted and such stock options are exercised, additional dilution will occur. See "Options and Warrants to Purchase Securities".

Our management will have broad discretion over the use of the net proceeds from the sale of the Treasury Shares. If we do not use the proceeds effectively to develop and grow our business, an investment in the Offered Shares could suffer.

Our management has broad discretion in how it uses the net proceeds received by us from this Offering, and there can be no assurance that such proceeds will be used efficiently or effectively. We may spend these proceeds in ways that do not increase our operating results or market value, which would adversely affect our business, results of operations and financial condition. While we currently anticipate that we will use the net proceeds of this Offering received by us as described under "Use of Proceeds", we may re-allocate the net proceeds as we determine necessary. Pending their use, we may invest the net proceeds from the Offering in a manner that does not produce income or that loses value.

Further, if we do not restrict our investment of a sufficient portion of the net proceeds from the sale of the Treasury Shares, pending their use, to investments that are not "investment securities" within the meaning of the United States Investment Company Act of 1940, we may inadvertently become subject to regulation as an investment company under that Act. If we do become subject to regulation as an investment company under United States Investment Company Act of 1940, the consequences to us would be material and adverse.

Certain Canadian laws could delay or deter a change of control.

The Investment Canada Act (Canada) subjects an acquisition of control of DragonWave by a non-Canadian to government review if the value of our assets as calculated pursuant to the legislation exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant Minister is satisfied that the investment is likely to be a net benefit to Canada. This could prevent or delay a change of control and may eliminate or limit strategic opportunities for shareholders to sell their Common Shares.

OUR BUSINESS

Overview

Founded in 2000, we are a leading provider of high-capacity Ethernet microwave equipment used in emerging IP networks. We design, develop, market and sell proprietary, carrier-grade microwave networking equipment, or links, that wirelessly transmit broadband voice, video and other data between two points. Our Ethernet microwave links, which are based on a native Ethernet platform, function as a wireless extension to an existing fiber optic core telecommunications network. Our products principally perform the backhaul function in a communication service provider's network, which is to connect high traffic points of aggregation such as high-capacity wireless base stations (3G+ wireless networks, including HSPA, WiMAX and LTE-based systems) and large 'out of territory' enterprises to nodes on the fiber optic core network. Additional applications for our products include point-to-point transport applications in private networks, including municipal and enterprise applications. In our target markets, network traffic is shifting from legacy TDM (voice) traffic to IP-based traffic to improve network efficiency and enable IP-based services.

Our line of Ethernet microwave links is marketed under the Horizon trade name. Our Horizon product line is carrier-grade and operates primarily in licensed spectrum bands to minimize interference. We also offer our Service Delivery Unit (SDU) solution product line of TDM-to-Ethernet multiplexer products based on pseudowire technology, which enables our native Ethernet links to support the network traffic generated by emerging converged services based on IP such as data access, VoIP, and video streaming, as well as legacy TDM services.

We believe that our Ethernet microwave links are an attractive alternative to other backhaul solutions such as leased lines and fiber optic cable deployments. One of our principal technological advantages over our direct competitors is that our products operate on a native Ethernet platform, and as such our equipment is designed to transport Ethernet directly rather than adapting Ethernet to TDM transport systems. As a result, our products feature high efficiency, low latency and full support for critical Ethernet data transport features, such as VLAN queuing and prioritization, flow control and jumbo packet support. In addition, our product design permits automated assembly and testing which allows reduced lead time for product delivery. Our other competitive advantages include a patent-protected rapid link shutdown feature that enables the creation of carrier-grade networks featuring low-cost Ethernet networking.

We target principally the global wireless communications service provider market and, in particular, service providers offering high-capacity wireless communication services, including 3G+ wireless service providers. These service providers offer high-speed digital communication services over wireless access networks, some employing IP-based wireless network access. The markets addressed by these wireless service providers are characterized by significant growth in number of subscribers, coverage area, and bandwidth requirements per subscriber, as well as the need to reduce transmission costs. Each of these factors places increased pressure on backhaul capacity, making backhaul the bottleneck in many wireless communications networks. The leased line alternative is not capable of being easily or readily scaled to meet the growing demand for backhaul capacity due to infrastructure constraints. Against this backdrop, we believe that in many circumstances our Ethernet microwave backhaul solutions offer the most rapidly deployable and scalable alternative to deliver required capacity in a manner that optimizes overall network performance and costs for service providers. We also target other markets, including wireless extension of fixed-line networks to directly connect high-bandwidth end-customers to the core network, and private networks of large multi-site organizations such as Fortune 500 enterprises, municipalities and government organizations.

We commenced commercial deployment of our products in 2002. At the end of our most recent fiscal year, we had shipped approximately 9,500 product units and our customer base included more than 250 customers worldwide in 56 countries. We shipped to 142 customers in our most recent fiscal year, of which 44% were in Europe, the Middle East and Africa, 47% were in North America, and 9% were in the rest of the world. Our customers include Clearwire, which has launched the world's most advanced mobile WiMAX deployment, as well as Globalive, which has selected our products for deployment in Globalive's North American 3G+ (HSPA) cellular network. Globalive has announced that it will market its wireless services in the Canadian market under the brand name WIND.

We intend to build on our advanced technology and customer-focused platform to become the leading provider of Ethernet microwave links to the communications service provider, enterprise and municipal/government markets. See "Our Growth Strategy" and "Our Products" below.

Industry Overview

The global transmission of voice, video and other data among end-users relies on a communications network infrastructure of fiber optic lines, which today forms the core of the global telecommunications network. These fixed, high-traffic, high-speed lines connect nodes throughout the world and facilitate the transmission of information between such nodes. To deliver voice, video and other data from the core of the network to end-users, and from end-users to the core, such information is first transmitted from a node on the core of the network to base stations and other aggregation points on the edge of the network, and reciprocally from end-users to collection points on the edge of the network back to the core. This transmission of information, or link, between a node on the core of the network and a base station or other collection point on the edge of the network is referred to as the backhaul function. Information can be transmitted in the backhaul portion of the network by leased telecom lines, fiber optic cable, wireless link, or any combination of these and other less common technologies.

We believe that a bottleneck for transmission of voice, video and other data is now occurring on the backhaul portion of mobile communications networks. The ABI Report estimates that global demand for backhaul capacity will grow by almost five times from 2008 to 2014 (from 13.51 Tbps in 2008 to 66.49 Tbps in 2014), representing a compound annual growth rate of 30%. We estimate that backhaul transport currently represents between 20% and 45% of a mobile wireless service provider's operating expenses when using leased services, or up to 40% of the capital cost of building a new mobile wireless network. We also believe that backhaul bandwidth requirements in the core network rings are increasing from approximately 8 Mbps to support GSM or CDMA services to in excess of 1 Gbps to support WiMAX or LTE services. As wireless networks increasingly shift from transmission of voice to transmission of more bandwidth-intensive data applications, including video, we believe that network traffic, and associated service provider costs, have increased and will continue to increase more rapidly than subscriber revenue. This makes controlling backhaul and other costs relating to increased network traffic through the deployment of innovative technologies a crucial element of the business case for wireless service providers and providers of network technologies. In this context, the ABI Report forecasts that microwave radio-based wireless networks will emerge by 2013 as the largest backhaul capacity solution worldwide as compared to copper telecom lines (including TDM and Ethernet) and fiber optic networks. More specifically, Infonetics Research forecasts that Ethernet microwave will experience the highest growth rate as a backhaul technology and will represent in excess of 40% of all installed mobile backhaul connections by 2013.

Bandwidth Capacity for Backhaul Networks by Type

Source: ABI Report

Principal Backhaul Solutions

The backhaul function within a telecommunications network can be addressed in a number of ways. The principal backhaul technologies currently utilized are copper telecom lines, fiber optic cable, and wireless links. Many backhaul networks are comprised of a combination of these and other less common solutions. We believe that communications service providers and network operators generally have three principal objectives in deploying a backhaul network: meeting carrier-grade requirements, rapid deployment of service, and minimization of overall data transport costs. In the current environment of rapidly growing demand for wireless communications services generally, and more particularly for high-capacity 3G+ wireless services, these objectives are critically influenced by the scalability (ability to increase capacity in response to increased network traffic) of the backhaul solution. The following is a summary of the chief advantages and disadvantages associated with the most common solutions to backhaul capacity constraints available to communications service providers.

Leased Telecom Lines:

Currently, many service providers address their backhaul requirements by leasing T1/E1 or DS3-based circuits, based on existing copper lines, from an incumbent local telecommunications exchange provider. This is known as a 'leased line' solution, the benefits of which include low capital expenditure requirements and fast service deployment (assuming the copper line infrastructure is in place), and economic efficiency for the deployment of backhaul for 2G wireless services. The expense of leasing backhaul transmission lines, and constraints in available network capacity for lease, are increasingly considered prohibitive for aggregated traffic levels as subscriber numbers increase to critical levels and communications service providers deploy higher-bandwidth 3G+ wireless services. Moreover, often the only source of leased lines is a direct competitor.

New Build of Fiber Optic Cable:

A second solution for communications service providers to address their increasing backhaul requirements is to construct their own system of fiber optic cables. New build of fibre optic infrastructure is highly reliable and can provide a service provider with very high bandwidth capacity. However, building fiber optic infrastructure is a complex, expensive and multi-stage undertaking, involving planning and routing, obtaining local planning

permits (which can be particularly difficult in urban locations), constructing subterranean ducts and channels required for the cables (with resulting vehicular traffic disruption), and finally, installing and connecting the system. The construction of a new fiber optic network can therefore be costly and require a significant period of time to deploy compared to other solutions, particularly if the cable must span long distances and/or approach historically or environmentally sensitive areas. The cost of building a fiber optic backhaul network typically increases in direct proportion to the distance covered by the network, which means that fiber optic backhaul links are generally most cost competitive with wireless links over short distances.

Wireless Links:

The third principal backhaul solution for communications service providers to address their increasing backhaul requirements is the deployment of wireless links, to support either hub-and-spoke or ring/mesh network architectures. Wireless backhaul links are comprised of a variety of technology types using a range of licensed and unlicensed radio spectrum.

Within the wireless links backhaul solutions category, there is an emerging technology referred to as Ethernet microwave. Ethernet refers to a common packet-based method of networking computers in a local area network increasingly being adapted to and utilized in a carrier network environment. Microwave refers to high-frequency radio waves used for point-to-point and omni directional communication of voice, data and video signals. Microwave frequencies require direct 'line of sight' to operate, are typically licensed from communications regulatory bodies, and are well suited for backhaul applications. Emerging Ethernet microwave technologies, such as our solutions, enable the rapid deployment of high-capacity, carrier-grade Ethernet backhaul networks that cost-effectively meet the backhaul scaling requirements of communications service providers supporting critical subscriber levels and/or deploying higher-bandwidth 3G+ wireless services.

According to a report dated May 2009 prepared by Infonetics Research titled "Mobile Backhaul Equipment and Services Biannual Worldwide and Regional Market Size and Forecasts" (the "Infonetics Report"), the primary technology trend of the mobile backhaul market is the transition from TDM to IP/Ethernet and that Ethernet microwave is leading the new mobile backhaul connections by technology and will continue to lead through 2013 at which time Ethernet microwave will be the dominant mobile backhaul technology with a share of installed connections in excess of 40%.

Source: Infonetics Report

Due to the fact that the cost of a wireless link does not increase in proportion with the distance covered by the link (up to the effective distance limit of the link), we believe that wireless links are cost competitive with new builds of fiber optic cable beyond a certain fixed network distance. Currently, we believe that our Ethernet microwave links are typically cost competitive with new builds of fiber optic cable beyond a distance of approximately 200 meters in an urban environment (assuming a cost of $328 per linear meter), 600 meters in a suburban environment (assuming a cost of $98 per linear meter), and 1,600 meters in a rural environment (assuming a cost of $33 per linear meter). According to the ABI Report, wireless links will emerge by 2013 as the largest backhaul capacity solution worldwide by network type over competing copper, fiber optic and other technologies.

Our Markets

As noted above, we target customers principally in the global communications service provider market, including broadband service providers and wireless service providers. In the broadband service provider market, our products are used to connect to the core of the network in both mature, developed markets as an extension or alternative to existing broadband infrastructure, and in emerging markets that possess limited broadband infrastructure as an alternative to deployment of wire-line infrastructure. In the wireless service provider market, our products are used by service providers that provide emerging high-capacity services to end-users. We also target enterprise and municipal/government customers that own or operate private networks requiring point-to-point applications. Our principal markets are described below.

Communications Service Provider Markets

Broadband Service Provider Market

Broadband is a high-speed digital communications medium that uses high-bandwidth channels for sending and receiving large amounts of voice, video and other data. Traditionally, broadband services have been delivered to end-users via cable, DSL or T1/E1 (TDM) networks, which transmit communications much faster than analog networks used for earlier data and voice communications.

Communications service providers provide broadband connectivity to business customers both 'in territory' where they own the infrastructure connecting their points of presence and end-users, and 'out of territory', where they must lease or build this access infrastructure. The leased lines model is generally not optimal for these service providers, due to high lease costs and the fact that, in many cases, lines must be leased from direct competitors. As a result, these service providers have an economic and strategic imperative to find a cost-effective alternative to leased lines. We believe that Ethernet microwave transport technologies, such as those we provide, can furnish this alternative.

Wireless Service Provider Market

Wireless communications services is the provision of voice, video and other data communications services to users of wireless devices for network connectivity for fixed and/or mobile applications. Within this market, we focus on service providers offering emerging high-capacity services based upon 3G+ access technologies, such as HSPA, WiMAX and LTE.

In wireless networks, mobile wireless handsets and other subscriber devices connect to a network of wireless base stations, which are in turn interconnected by backhaul network solutions to the fiber optic core network. Cellular and other mobile networking technologies have evolved to provide higher bandwidth and IP networking capabilities. The ABI Report forecasts that in markets where subscriber growth is most rapid, service providers will focus on building new networks to provide basic voice services, and in markets where the subscriber base is mature, service providers will focus on expanding the capacity of existing networks to roll out advanced data and video services which require higher network bandwidth per subscriber. Both scenarios create increased demand for backhaul capacity.

3G+ wireless technologies comprise a range of technologies that enable the provision of high-speed wireless access services for subscriber devices such as handsets and personal computers. 3G+ wireless technologies include technologies evolved from traditional cellular technologies or from all-IP broadband

wireless access technologies such as WiMAX. As such, 3G+ mobile technologies encompass a range of different wireless network access standards that provide increased subscriber bandwidth either in legacy TDM networks or utilizing emerging wireless IP networks. 3G+ mobile technologies enable users to utilize voice services as well as high bandwidth applications such as downloading music and other content such as maps and video, exchanging email, multimedia messaging, and a broad array of Internet applications.

Examples of emerging high-capacity all-IP radio access network technologies currently being deployed or planned for deployment include WiMAX and LTE:

•: WiMAX: Developed from inception as an all-IP networking technology, WiMAX is a standards-based technology enabling the delivery of last-mile broadband wireless access as a complement to wire-line broadband solutions such as cable and DSL. The IEEE 802.16d-2004 standard provides fixed broadband wireless capacity and the IEEE 802.16e-2005 WiMAX standard provides fixed broadband wireless capacity as well as mobility capabilities. The pre-WiMAX development cycle spanned 2005 to 2007. WiMAX deployments were first launched in the U.S. in 2008 and today large scale WiMAX deployments are underway.
•: Long Term Evolution (LTE): LTE is an advanced 3G+ technology for both GSM and CDMA cellular service providers. Approved in 2008, LTE is defined by the 3G Partnership Project in the 3GPP Release 8 specification. With typical download speeds of approximately 6 Mbps, LTE is considerably higher bandwidth than HSPA (evolved from GSM) and EV-DO (evolved from CDMA). LTE is an IP networking technology and we envision that GSM and CDMA service providers will eventually migrate to LTE to provide an interoperable IP-based cellular system worldwide. We expect LTE network deployments to commence in the U.S. in 2010. For example, on May 28, 2009, AT&T Inc. ("AT&T") announced plans to begin LTE trials in 2010 with LTE network deployment beginning in 2011, and in a statement on the same day, Verizon Communications Inc. ("Verizon") indicated that it plans to offer commercial LTE service in 25 to 30 markets in 2010 with the ultimate goal of covering virtually all of its points of presence with a LTE network by the end of 2013.

Enterprise and Government/Municipal Markets

We also target large organizations, such as enterprises and government/municipal bodies, with diverse locations that require high bandwidth communications networks. This market includes the education vertical (distance learning and Internet access for schools), the health vertical (remote imaging and campus networks) and municipalities that deploy networks for city-wide public Internet access and/or government and emergency services. In this market, we target our products at organizations that build their own communications networks rather than lease services from service providers. We believe that as bandwidth demand continues to grow, these organizations will increasingly consider the implementation of private networks to reduce service lease costs. Examples of our end-customers that have deployed private networks include The City of Barrie (Ontario, Canada), South Wales Fire Department (U.K.), The Palm Springs School District (California, United States), South Georgia Regional Information Technical Authority (Georgia, United States), Nexus Systems (Louisiana, United States), City of Joliet (Illinois, United States), City of Plano (Texas, United States), City of Hoffman Estates (Illinois, United States), City of Melrose Park (Illinois, United States), Crane Naval Base (Indiana, United States), Ventura County (California, United States), and the Dubai Police (Dubai, U.A.E.).

Key Trends Driving Increased Demand for Our Products

There are two key trends driving the increased demand for our products: increased demand for backhaul capacity and IP convergence.

Increased Demand for Backhaul Capacity

Demand for backhaul capacity is predicted to experience strong growth. The ABI Report estimates that global demand for backhaul capacity will grow by almost five times from 2008 to 2014 (from 13.51 Tbps in 2008 to 66.49 Tbps in 2014), a compound annual growth rate of 30% for the forecast period.

We believe that the following are the key drivers of demand for increased backhaul capacity.

Increasing Functionality of Mobile Devices and Capacity at the Edge of Wireless Networks

Mobile devices are rapidly evolving to meet the requirements and expectations of consumers. Current and next-generation cellular phones perform 'smartphone' functions, drawing design elements from PDAs such as larger screens and alternative forms of input. The mobile device market has also evolved beyond handsets, with mobile communication capacity now being embedded in appliances such as laptop personal computers, MP3 players, gaming consoles, tablet PCs, data cards, netbooks, GPS units, motor vehicles, cameras and household appliances. Wireless access technologies currently being deployed, in concert with the availability of these sophisticated mobile devices, significantly increase bandwidth demand per user within mobile networks as compared to traditional 2G services such as GSM and CDMA cellular voice services. The increase in typical data transfer rates for wireless access technologies between GSM to LTE and WiMAX is over 400 times (downstream). As available bandwidth per subscriber grows in the device and access network, we expect increased capacity will be required in the backhaul network. The chart below illustrates the bandwidth per subscriber (expressed as theoretical and typical peak data transfer limits) for certain wireless access technologies:

Theoretical Peak Data Transfer Limits on Selected Mobile Technologies

Mobile Technologies			Theoretical

			(downstream/upstream)
2.0G
	GSM	(Kbps)		115	14
2.5G
	GPRS	(Kbps)		171	33
2.75G
	EDGE	(Kbps)		384	118
3.0G
	FOMA	(Kbps)		2,000	384
	1xEV-DO Rev A	(Kbps)		3,100	800
	EV-DO Rev B (15 service providers)	(Kbps)		73,000/27,000
	UMTS	(Kbps)		2,048	384
3.5G
	HSDPA	(Kbps)		14,400	2,000
3.75G
	HSUPA	(Kbps)		5,760	1,400
	WiMAX (10 MHz channel)	(Kbps)		46,000/4,000	6,000/2,000
	LTE (20 MHz channel; 4x4 MIMO)	(Kbps)		326,000/86,000	6,000/2,000

Source: ABI Report

Future wireless communications standards and technologies are expected to further drive bandwidth per subscriber, associated capacity requirements in the backhaul portion of the network, and interoperability requirements. The 4G interoperability and component standards for the next generation of broadband mobile capabilities are currently being defined by such industry organizations as the International Telecommunications Union. Certain objectives of the 4G wireless communication standard have been established to include high network capacity (more simultaneous users per cell); a nominal data rate of 100 Mbps while the client physically moves at high speeds relative to the base station and 1 Gbps while client and station are in relatively fixed positions; interoperability with legacy wireless standards; and an all-IP, packet switched network.

Shift in Demand from Voice to Multimedia Content and Services in Mature Markets

The ABI Report suggests that service providers in areas with a mature subscriber base will attempt to increase average revenue per user (ARPU) by offering data services such as e-mail, web browsing, music and video downloading and other Internet-related services, as well as mobile video services. As compared to voice

services, these in-demand applications are bandwidth-intensive, placing pressure on the backhaul capacity of the communications networks of such service providers.

Increasing Demand for Wireless Coverage in Emerging Markets

As early broadband and wireless markets have matured, growth of broadband and wireless subscribers is shifting to emerging markets in developing countries and rural areas. These emerging markets are often characterized by limited telecommunications infrastructure and by broad geographic coverage area, and as such are inherently suited for wireless as opposed to wire-line backhaul networks. In rural areas of the United States, some deployments are expected to receive government funding or other support through the U.S.$7.2 billion rural broadband stimulus package: see "Our Customers — Other Target Customer Markets". The ABI Report forecasts that an additional 6 million cellular base stations will be deployed worldwide between 2008 and 2014.

Increase in Global Wireless Communications Subscribers

The number of global wireless subscribers and minutes of use per subscriber are expected to continue to increase. According to the ABI Report, there were more than 4 billion cellular subscribers globally by the end of 2008, with this number expected to grow to approximately 5.9 billion by the end of 2014.

Global Investment in Wireless Access Network Spectrum

There have been numerous auctions around the world of radio spectrum that is used in wireless access networks. The purchasers of this spectrum require backhaul solutions such as those represented by our products. Recent examples of such spectrum auctions include:

•: the U.S.$13.8 billion auction of advanced wireless spectrum ("AWS") in the United States by the FCC in 2006 (in which T-Mobile USA, Inc. represented the largest single bidder winning 120 licenses for approximately U.S.$4.2 billion);
•: the U.S.$19 billion 700 MHz wireless spectrum auction held by the FCC in 2008 (in which Verizon and AT&T bid U.S.$9.4 billion and U.S.$6.6 billion, respectively);
•: the $4.3 billion auction of AWS spectrum by Industry Canada in 2008 (in which Globalive, which has announced that it will market its wireless services in the Canadian market under the brand name WIND, won 30 licenses for approximately $442 million);
•: the €125 million auction of spectrum in the 3.5GHz frequency band by the French telecommunications regulator ARCEP in 2006;
•: the purchase by Clearwire of 2.5 GHz wireless broadband spectrum from AT&T that the FCC required AT&T to sell as a condition of its 2006 merger with Bell South;
•: the purchase by five companies of licenses in the 3.5 GHz frequency band in Germany in an auction raising a total of €56 million in December, 2006;
•: the 2007 coordinated auction of spectrum in the 1785-1805 MHz frequency band held by Ofcom and the Commission for Communications Regulation in Ireland;
•: the €136 million Italian auction of spectrum in the 3.5 GHz band concluded in February, 2008;
•: the U.S.$42 million auction of spectrum in the 2.6 GHz band frequency held by the Norwegian Post and Telecommunications Authority in 2006;
•: the U.S.$348 million auction of spectrum in the 2.6 GHz frequency band held by PTS, Sweden's telecommunications regulatory authority in 2008; and
•: the 2.3 and 2.5 GHz auction held by the New Zealand Radio Spectrum Management group, concluded in December, 2007.

In addition, upcoming auctions that have been publicly announced include the spectrum auction planned in India for 2009 and the spectrum auctions planned in the U.K. and Germany for 2010.

Businesses that acquire rights to licensed spectrum are frequently expected or required to build out their telecommunications networks within a fixed period of time in order to exploit and develop the spectrum. These businesses represent potential customers for backhaul equipment, such as our products.

IP Convergence

IP convergence is generally defined as the integration of all communications traffic types, including voice, video and other data traffic, onto a unified IP-based network. Convergence enables service providers to carry more volume and types of data on a single network, improving efficiency, lowering network costs and giving service providers the ability to offer more advanced services such as VoIP, video over Internet and data connectivity. According to the Infonetics Report, the primary technology trend in the mobile backhaul market is the transition from TDM to IP/Ethernet. The Infonetics Report indicates that mobile operators are upgrading their backhaul from legacy TDM to packet IP/Ethernet which delivers more bandwidth per connection at a much lower cost per bit, and will increasingly use IP/Ethernet backhaul as a single converged network to carry voice, data and video traffic for all 2G and 3G+ services. Advanced wireless networks such as certain 3G+ networks will utilize IP-based platforms and will require the superior backhaul efficiencies of carrier-grade Ethernet equipment that supports scalability, high-availability, legacy TDM support and services management. We believe that IP convergence will increase demand for backhaul technologies that can support IP network traffic while meeting the needs of service providers to continue to support legacy TDM services. Our Ethernet microwave solutions address both of these critical market requirements.

Our Solutions

Our Ethernet microwave links function as a networked, IP-based extension to an existing fiber optic core communications network. Our products operate in the licensed 6 to 38 GHz range, using native Ethernet networking to deliver network topologies including point-to-point, ring, and mesh architectures, with ~50 millisecond failover times and software-controlled capacity. We also offer a line of pseudowire equipment to carry legacy TDM traffic across IP networks. Our product offering is complemented by our service and support program.

Our solutions consist of links, each comprised of two radios, two modems, and two antennas, together with embedded software:

•: Radio — The radio controls transmission power, and converts IF to RF for transmission and RF to IF for receiving. The radio is an outdoor, weather-hardened unit, which can be attached directly to the antenna. The radio determines the frequency of the transmitted signal and, for this reason, we supply different radios for different transmission bands.
•: Modem — The modem performs aggregation, network management, monitoring, signal processing and switching for mesh configurations, and controls user throughput and Ethernet functions. The Gigabit Ethernet interface to the network is provided by the modem. The modem is available in indoor version (Horizon Duo, Horizon Quantum) and in a version integrated into the outdoor unit with the radio (Horizon Compact). The modem also provides a 10/100baseT Ethernet interface for out-of-band management, is available with an electrical or optical Gigabit Ethernet interface, and can be deployed in redundant configurations.
•: Antenna — The antenna transmits and receives microwave radio signals and can be mounted on a tower, pole, rooftop or inside a custom enclosure. Our antenna portfolio includes an ultra-compact version for installation in existing antenna panels.

Each set of links includes embedded software and FPGA firmware that is licensed for use from us to the customer.

Aspects of our radio and modem manufacturing and assembly process, and the software and FPGA firmware included in our product offering, are proprietary to us. We have filed patent applications that protect a number of important aspects of the design, assembly and testing of our products. See "Our Business — Protection of Intellectual Property". Our products also include commercially-available electronic components sourced from third party suppliers, including FPGAs, monolithic microwave integrated circuits and micro processors. The antennas used in our Ethernet microwave links are manufactured by third party suppliers.

Our Ethernet microwave links can transmit over distances in excess of 80 kilometres and require line of sight. The achievable distance depends upon frequency band, antenna size, rain region, throughput capacity, and desired availability. Each link can be controlled by our network management system or by a service provider's network management system through industry standard protocols.

Our products are available in localized variations for the North American, European and certain other global markets.

Key Characteristics

The key characteristics of our solutions are as follows:

High-Performance

Ethernet Microwave:

Our products use a native Ethernet platform which delivers high efficiency, low latency and full support for Ethernet data transport features. Ethernet is a broadly used standard for packet-based transport networks. The advantages of Ethernet are lower price points when compared to SONET or SDH alternatives, more efficient transport due to the ability to perform statistical multiplexing, traffic priority management, and fine bandwidth control. Native Ethernet refers to systems that are designed to transport Ethernet directly rather than adapting Ethernet to existing SONET/SDH or PDH transport systems. The adaptation of Ethernet to such systems

increases latency (delay) and decreases efficiency, as an extra layer of mapping is required to perform the transport function.

High-capacity:

Our products feature Gigabit Ethernet transport with link speeds up to 4.0 Gbps. Our products provide sufficient capacity for aggregation and backhaul of traffic from 3G+ wireless base stations without requiring expensive and time consuming fiber optic backhaul installations.

Low Latency:

Latency, or delay, in a network gives rise to significant inefficiencies, including loss of connectivity. Managing latency throughout the network is essential for proper operation of networked applications, particularly mobile voice and data. Our Horizon products deliver near-zero latency (100 microseconds per link) which enables applications such as 3G+ wireless backhaul.

Output Power:

Our Horizon products are available in a standard power configuration as well as a high-power option. The high-power option enables increased range of approximately 30% with constant antenna size. The total network cost is optimized by deploying high-power units only on the longer links that require them, and standard units on shorter links.

Carrier-grade

Interference Free:

Our products operate in the licensed spectrum bands between 6 and 38 GHz, in area licensed bands such as 24 DEMS and 28 GHz LMDS and in the license-exempt 24 GHz ISM band. All of these frequency options provide low-cost spectrum that can be licensed or used by service providers on a per-link basis, and is readily available in most markets with minimal wait-time. Deploying our solution in the license-exempt 24 GHz ISM band provides service providers with an opportunity for rapid service deployment without spectrum co-ordination and licensing. Equally important, there is low risk of interference in this band due to the limited range of equipment that regulators permit to operate in this band compared to other lower frequency license-exempt bands. We believe that we are one of the few vendors providing Ethernet microwave equipment for this frequency band.

Scalable:

The capacity of our Ethernet microwave links can be remotely controlled using our Flex software to match network demands without the need for site visits to upgrade hardware. In addition, our products have features that improve the flexibility and scalability of our product offering, such as automatic modulation shifting and Dual Pole Radio Mount (or DPRM). Modulation shifting allows the system to operate at its highest possible throughput under good weather conditions and to downshift to a more robust modulation with lower throughput during heavy rain storms. DPRM enables the link capacity of our standard product to be doubled by adding a second radio pair in parallel with the original pair.

High Network Availability:

One of the key characteristics of products designated as carrier-grade is high network availability, typically defined as 99.999% up-time. This level of availability is achieved principally through a combination of equipment reliability and network level redundancy. Wireless backhaul network architectures that provide this redundancy include single link hot standby (also known as 1+1), ring and/or mesh topologies. Our Horizon products deliver such high-availability networks using Ethernet networking rather than conventional SONET or SDH equipment. Our proprietary rapid link shutdown feature provides SONET-like failover speeds with low-cost Ethernet switching.

Cost Competitive

Designed for Manufacturability:

Our proprietary surface mount product designs and manufacturing processes permit automated assembly and testing of our products. These automated processes enable us to sell a cost competitive product compared to products that rely on conventional microwave manufacturing techniques.

Flex Pricing:

Our products deliver scalable bandwidth managed in 10 Mbps increments through software license keys. This 'pay as you grow' approach enables service providers to pay for only the bandwidth required. This pricing model not only optimizes initial cost, but significantly reduces the cost of network maintenance by avoiding the need for the customer to physically visit each site to upgrade hardware or deploy new equipment to increase capacity. Using Flex software, the service provider simply issues commands from the network operations center to manage network capacity.

Ring/Mesh:

The ring/mesh architecture designed into our products provides higher availability at lower cost than comparable systems, which only support 1+1 architectures, by supporting path diversity as well as equipment redundancy. The ring/mesh architecture also reduces network costs by reducing the amount of protection bandwidth required and by using spectrum more efficiently. Unlike SONET or SDH rings, Ethernet ring/mesh networks can be organically expanded to meet service and capacity requirements, allowing efficient network implementation.

Network Optimization:

We have used our network planning expertise to develop products that allow not only individual link optimization, but network-wide traffic and topology optimization to better manage network lifecycle costs. Ring/mesh networking, Flex pricing, adaptive modulation and Ethernet statistical multiplexing offer new tools for our customers to reduce overall network costs. These features result in significant total cost of ownership savings for service providers.

Higher Level of Integration:

The conventional industry link design locates the base band electronics in an Indoor Unit (or IDU) and the RF electronics in an Outdoor Unit (or ODU). Our Horizon Compact product is distinguished in the market for Ethernet microwave equipment in that it integrates the baseband and microwave electronics into a single unit that can be mounted up-mast on the antenna or indoors in an equipment rack. The higher level of integration of the Horizon Compact provides a lower cost solution by reducing or eliminating redundant housings, components, circuitry, rack space, and cabling; enabling more efficient installations; and providing a higher level of system reliability.

Support of Legacy Networking Standards

Pseudowire is a mechanism that emulates the essential attributes of legacy TDM services over an IP switched network. Pseudowire enables IP convergence for service providers that have IP core networks and are extending these packet technologies to the edge of those networks. Using pseudowire, service providers are able to continue to transport revenue-generating legacy services to existing customers, lower the cost of such legacy services by taking advantage of their new high-speed scalable Ethernet microwave infrastructure, and extend into markets for new services to secure new sources of revenue. This strategy reduces the costs to service providers of adapting to new IP services. Our pseudowire Service Delivery Unit (or SDU) solution provides enhanced TDM transport for applications such as cellular backhaul, leased line replacement and enterprise connectivity.

Advanced Network Management

Our products are designed to be flexible, meet carrier-grade management requirements, and use industry standard simple network management protocol (or SNMP) rather than costly, proprietary network management systems. This significantly reduces the cost to service providers of integrating our product into their networks. Our products allow network management traffic to be accessed using a local craft terminal, carried over a separate datacom network or in-band directly over a separate 802.1q VLAN. Our network management solution enables service providers to measure not only conventional Ethernet statistics but also parameters such as RF performance and link utilization to proactively manage a complete wireless network.

Remote software download is a feature of Horizon products that allows networks operators to avoid decommissioning during upgrades. As a result, customer traffic is not affected during a download or system upgrade.

Wireless IP Network Planning

We offer deployment planning to help ensure optimum performance. Our competencies in this area include line of sight assessment and verification, determining mounting requirements, assistance in securing spectrum licenses, and budgeting for link and network availability.

Our Competitive Strengths

Our solutions allow service providers to rapidly and cost-effectively address their backhaul requirements. We believe that we are positioned to capitalize on anticipated growth trends in our target markets based on the following competitive advantages:

Ethernet Microwave Transport Leadership

We are a technology leader in the development of Ethernet microwave data transport solutions that meet the requirements of carrier-grade IP and legacy TDM network markets. We continue to develop and integrate additional functionality into our products. With a research and development team comprised of 68 industry professionals each with an average of more than 18 years of experience in the telecommunications sector, we believe that we will be able to continue to develop our products to remain a leader in our market.

Strong Customer Base

We have demonstrated both customer traction and the ability to capture top-tier customers, including Clearwire, the most advanced mobile WiMAX deployment globally, and Globalive, a North American services provider deploying a 3G+ (HSPA) all-IP wireless network (which has announced that it will market its wireless services in the Canadian market under the brand name WIND). Deployment of our products by first-mover customers in each of our key target markets enhances our brand and raises our profile among service providers and other prospective customers. Based on our review of published FCC data, in 2008 we had the largest U.S. market share (at 32%) in combined 6, 11, 18 and 23 GHz links and in 2008 we increased our market share in the U.S. market for 18 and 23 GHz bands to 46%. We have focused our product offering on these bands since they are optimal for high bandwidth backhaul applications, are generally licensed on a long-term basis to service providers, and have been allocated by the ITU to the fixed service as a primary allocation. The FCC data also indicates that we continue to hold the largest market share in the U.S. market for the 24 GHz unlicensed band. We also work closely with our customers to design and implement their networks. Our strong customer involvement gives us valuable insight into the precise requirements of our target customers.

Scalability/Flexibility

Our proprietary product design and manufacturing processes allows the radio to be assembled by our outsourced manufacturers on a surface mount assembly line, rather than requiring hand-assembled modules. Our products are also tested using an automated process. This automated assembly and test capability results in lower equipment costs, better economies of scale and capacity scalability, and faster manufacturing turns. For us, this results in reduced order lead times and lower required inventory levels. As we achieve increased order

volumes for our products, we expect our manufacturing design to continue to reduce our production costs and improve our product margins.

Networkability

Our Ethernet microwave products include features such as low latency, flexible Quality of Service (or QOS) policing, software-controlled capacity and layer-2 transparency that enable point-to-point transmission as well as ring/mesh architectures. We have also adopted Ethernet operations and maintenance standards for enhanced fault isolation and simplified operation. These features and the resulting network architectures that they enable achieve performance and economic benefits specifically when our Ethernet microwave products are deployed end-to-end in a network rather than being deployed with Ethernet microwave products from another vendor. We believe that these performance and economic benefits incline our customers to deploy our Ethernet microwave products end-to-end across their microwave networks.

Effective Sales & Distribution

We have an established strategy to reach customers globally in our target markets through our direct and indirect sales and distribution organization. Our direct sales organization focuses on our principal markets in North America and Europe. To complement our direct sales force, our experienced distributor, reseller and OEM network allows us to expand our global reach without investing in local sales offices in every territory. This speeds deployment of our sales efforts and reduces costs. In the fiscal year ended February 28, 2009, we secured 55 new customers. See "Our Sales and Distribution Strategy" below.

Responsive Service and Support

Carrier-class service providers require suppliers to provide responsive support and service to help ensure high network availability. We meet this requirement by providing a comprehensive pre-sale and post-sale customer support and service program, staffed by our team of experienced support engineers.

Our Customers

We are focused on customers in two principal target markets — communications service providers and large enterprises/government/municipal entities. A sample of our customers in these target markets, as well as in emerging markets, are detailed below.

Communications Service Providers

•: Clearwire: Clearwire is an alternative mobile network operator using pre-WiMAX and WiMAX 802.16 E-2005 technology to deliver mobile, fixed and nomadic Internet services to its subscribers in the United States and Europe in the 2.5 GHz and 3.5 GHz frequency bands, respectively. In 2008, Clearwire Corporation was formed through the combination of Clearwire LLC and certain Sprint WiMAX network and 2.5 GHz assets and operations. These wireless assets were combined with investments from Intel Capital Corp., Google Inc., Comcast Corp., Time Warner Cable Inc., and Bright House Networks LLC. Clearwire has since announced plans to launch WiMAX networks in more than 80 markets, with the objective of expanding coverage to 120 million subscriber points of presence by the end of 2010. Clearwire has also announced that as of March, 2009, it had markets covering 75 million people under development and construction, with some of these markets launching later in 2009 and others in 2010. Clearwire also stated in March, 2009 that it was working on the long lead time low-cost site acquisition zoning and permitting work for the markets covering the remaining 45 million people over the course of 2009, and most recently announced (in August, 2009) that it has more than 20,000 cell sites under development. According to the ABI Report, Clearwire will deploy thousands of base stations over the next two years and uses Ethernet over microwave for 90% of its backhaul network. Clearwire has deployed wireless networks in multiple markets across North America using our Ethernet microwave links, and we are currently the primary supplier of licensed microwave equipment to Clearwire.

On August 11, 2009, Clearwire Communications LLC, an operating subsidiary of Clearwire, announced that it had recently completed its network supplier selections and that DragonWave is part of a selected

vendor mix that also includes Huawei Technologies Corporation, Samsung Electronics Co., Ltd., Cisco Systems, Inc. and Ciena Corporation.

•: Globalive: Globalive won 30 licenses for approximately $442 million in the 2008 AWS spectrum auction held by Industry Canada and today is one of the 'new entrants' in the Canadian wireless communications services sector. Globalive has announced that it plans to provide voice, text and data services to Canadians on a next-generation all-IP wireless network based on HSPA technology and that its wireless services will be marketed in the Canadian market under the brand name WIND. We have been selected as a supplier of Ethernet microwave backhaul equipment for this planned HSPA network deployment.
•: wi-tribe Pakistan Limited ("wi-tribe"): wi-tribe was formed in 2007 to provide broadband wireless access in emerging markets across the Middle East, Asia, and Africa. wi-tribe has deployed its network using our Horizon Compact Ethernet microwave backhaul equipment.
•: LINKEM S.P.A. ("LINKEM"): LINKEM provides both nationwide WiFi hotspot services and wireless DSL services in Italy. At the beginning of 2008, LINKEM acquired 13 regional WiMAX licenses to provide mobile broadband coverage to points of presence covering 80% of the Italian population. LINKEM has deployed our Horizon Compact Ethernet microwave backhaul equipment for backhaul in its new WiMAX network.
•: Pakistan Mobile Communications Limited ("Mobilink"): Mobilink is an Orascom Telecom Holding S.A.E. company and is Pakistan's leading cellular service provider. We supply Mobilink's Ethernet microwave backhaul equipment for deployment in Mobilink's nationwide WiMAX network in Pakistan.
•: Altitude Telecom ("Altitude"): Altitude is a leading provider of broadband access services in France based on WiMAX. Altitude's first deployments took place in 2004. Our Ethernet microwave backhaul equipment has been selected by Altitude for four regional deployments in the Département de la Haute Garonne, Département des Deux Sèvres, Département du Jura and Département des Pyrénées Atlantiques.
•: Barrett Xplore Inc. ("Barrett Xplore"): Barrett Xplore is one of Canada's largest and fastest growing wireless broadband service providers serving rural and non-urban homes and businesses. Barrett Xplore has completed in excess of 200 wireless broadband deployments in Canada, reaching 300 rural communities and covering 350,000 homes and businesses. Barrett Xplore is using our Ethernet microwave backhaul equipment for its deployment of a broadband wireless network in rural towns and communities across Canada.
•: Bell West Inc. ("Bell Canada"): In 2004, Bell Canada built the Alberta Supernet, a regional network in the province of Alberta in Canada that is designed to support government and enterprise customers. This network provides direct wireless access to schools and enterprises, delivering high bandwidth access to communities throughout Alberta. Bell Canada deployed our Ethernet microwave backhaul equipment links to provide direct end-customer access for this project.
•: Cedarcom S.A.I. ("Cedarcom"): Cedarcom is the leading telecommunications provider in Lebanon. Cedarcom holds a wireless data networking license under decree number 10172, allowing the deployment and operation of a country-wide broadband wireless access data network. We are a supplier of Horizon Compact Ethernet microwave backhaul equipment to Cedarcom and are playing a key role in extending coverage to major cities in four of Lebanon's administrative regions (or governorates): Mount Lebanon (Mont-Liban), North (Liban-Nord), South (Liban-Sud), and Bekaa.

Other direct customers include Navigata Communications Ltd., Orascom Telecom Holding S.A.E., Connecteo Group (a subsidiary of Monaco Telecom Ltd.), Monaco Telecom Ltd., Siège Prosystel, Total Telecom (a subsidiary of Terrapinn Holdings Ltd.), Etihad Etisalat Company (otherwise known as Bayanat Al-Oula), M3 Wireless Ltd., Telecard Limited, ECAS Telecommunications & Systems Ltd., Towerstream Corporation, Brightstar Corp., BOB LLC (BOB Business Only Broadband) and Televersa GmbH.

Our revenue from direct sales to wireless service providers was $27.5 million in the fiscal year ended February 28, 2009 (with 47% of such revenue originating from the United States, 44% from Europe, the Middle East and Africa ("EMEA")), 9% from Canada and nil% from the rest of the world) and $21.8 million in the

fiscal year ended February 29, 2008 (with 61% of such revenue originating from the United States, 31% from EMEA, 7% from Canada and 1% from the rest of the world). We also sell our products to wireless service providers through our indirect sales channel. See "Our Sales and Distribution Strategy — Indirect Sales Channel Strategy".

Enterprise and Government/Municipal

This customer segment includes large, multi-site enterprises and organizations that build their own private communications networks rather than purchasing services from service providers. Examples of our customers within this segment include:

•: South Georgia Regional Information Technology Authority ("SGRITA"): SGRITA provides high-speed Internet service to area industry, government offices, schools, public safety professionals and other interests. SGRITA has deployed our Horizon Compact Ethernet microwave backhaul equipment in a state-of-the-art broadband network throughout Baker, Calhoun, Early, Miller and Mitchell counties in South Georgia.
•: Dubai Police Department: The City of Dubai has deployed CCTV cameras throughout the city for security and surveillance purposes. The video feeds from these cameras are carried by our Ethernet microwave links to create a 800 square kilometre private, secure wireless network that connects to a central monitoring location.

Other Target Customer Markets

We also target other markets of prospective customers that choose broadband wireless networks as data transport solutions. We have been, or are currently, in trials with customers such as broadband service providers (rural service coverage extension), satellite content providers (content distribution and uplink channel for bi-directional services), cable companies (extension of hybrid fiber/coax plant) and defence services (hardened communications and remote telemetry). We believe that as the demand for broadband services continues to increase, the market for Ethernet microwave backhaul equipment will expand beyond service providers and generate significant future opportunities for our products.

The U.S. government has announced substantial funding of new rural broadband initiatives under the American Recovery and Reinvestment Act of 2009 (the "Recovery Act"). The Recovery Act appropriates U.S.$4.7 billion to the National Telecommunications and Information Administration, U.S. Department of Commerce ("NTIA") to establish the Broadband Technologies Opportunities Program ("BTOP"), through which NTIA will provide grants for broadband initiatives throughout the United States, including projects in unserved and underserved areas, expansion of public computer center capacity and programs to encourage sustainable adoption of broadband service. The Recovery Act also appropriates U.S.$2.5 billion in budget authority to the Rural Utilities Service, U.S. Department of Agriculture ("RUS") to establish the Broadband Initiatives Program ("BIP"), through which RUS will provide grants, loans, and loan/grant combinations for broadband initiatives throughout the United States, again including projects in unserved and underserved rural areas. The U.S. government has announced that NTIA and RUS received applications for nearly U.S.$28 billion in funding under the BTOP and BIP programs during the first of an expected three rounds of grant applications. Of this amount, approximately U.S.$4.0 billion is expected to be awarded in the first round of funding in late 2009, for deployments over 2010 and 2011. The remainder of federal funding, U.S.$3.2 billion, will be awarded during subsequent application rounds. We believe that Recovery Act funding of rural broadband projects represents a significant opportunity for DragonWave to develop new and expanded markets for our backhaul transport solutions.

Our Business Model

We generate almost all of our revenues from the sale of Ethernet microwave transport systems, which includes our Horizon family of Ethernet microwave products. We also offer a range of support and service programs as well as extended product warranties to our customers. Services — including training, installation and basic consulting, such as network design and engineering design — contribute to our success with our customers but comprised less than 3.5% of our revenues in the three-month period ended May 31, 2009 and the

fiscal year ended February 28, 2009. As more customers deploy our products, we expect that revenues from our advanced replacement and warranty renewals to increase and that the sale of software for capacity upgrades will emerge as a future potential revenue source. From time to time, we also enter into customer design engineering contracts. Our revenue for the three-month period ended May 31, 2009 and the fiscal year ended February 28, 2009 from such contracts was $0.3 million and $0.9 million, respectively.

Our Growth Strategy

Our objective is to strengthen our position as a global leader in high-capacity Ethernet microwave equipment that enables the transition by wireless service providers to high-capacity all-IP networks. In order to accomplish this goal, we aim to leverage our technological leadership, broaden our market penetration, and demonstrate competitiveness for deployment in multiple broadband radio access network types such as WiMAX, HSPA and LTE. The specific elements of our growth strategy are:

Continue Product Development Investment

We believe that our growth to date has been, in large part, due to our product development focus on high-capacity Ethernet microwave equipment. We believe that our technological leadership in this area is the result of our continued investment in research and development and our commitment to providing technologically advanced and cost-effective solutions to our customers. We intend to continue to develop our products to address market requirements in various applications and geographic markets around the world. Our product development priorities include the following:

•: continuing to focus on the rapidly evolving high-capacity Ethernet microwave backhaul market;
•: expanding the capacity of our products;
•: continuing product cost reduction;
•: developing product enhancements to reduce the operating costs of our customers, including enhancements in rackspace and spectral efficiencies as well as network and networking capabilities;
•: expanding the frequency range in which our products operate in order to better address new geographic markets; and
•: expanding the variety of interfaces offered with our products to increase the number of applications that our products can address.

Expand Geographical Reach

We expect that the U.S. component of this Offering, which constitutes our initial public offering in the U.S., will improve awareness of DragonWave in the U.S. where many of the initial deployments in the 4G wave of network infrastructure build-out will occur, and will increase investor participation in the Company by broadening our group of potential investors. We also believe that this Offering will better position DragonWave to be selected as an equipment vendor for large network service providers. We intend to build upon our leading U.S. market share and our current international market penetration to expand our geographical reach. This multi-faceted strategy includes the following:

•: increasing investment in global direct sales activity, including sales activity in continental Europe (particularly Russia and Greece), the Middle East, Pakistan, the Caribbean and Latin America, India and China;
•: expanding the number and scope of our distributor, VAR and OEM arrangements around the globe to complement our direct sales efforts; and
•: continuing investment in training and tools for the engineering and support organizations of our VARs and OEMs, to improve the overall efficiency and effectiveness of these arrangements.

Capitalize on Broadband Stimulus Funding

The U.S. government has recently announced substantial funding of new rural broadband initiatives under the American Recovery and Reinvestment Act of 2009 totaling U.S.$7.2 billion in grants and loans. We believe that broadband stimulus funding of rural projects represents a significant opportunity for us to develop new and expanded markets for our backhaul transport solutions.

Continue to Focus on Operational Excellence and Deliver Effective Customer Service and Support

We intend to continue to focus on improving product quality, reducing delivery time, reducing costs, streamlining manufacturing processes and optimizing inventories. This focus on operational excellence has allowed us to significantly reduce our manufacturing costs and shorten our delivery time. Our focus on operational excellence has enabled us to rapidly expand the number of systems shipped to meet the growing demands in the marketplace.

We intend to continue to deliver our customer service and support capabilities to help our customers optimize their network deployments and ensure high network performance and availability by providing a comprehensive pre-sale and post-sale customer support and service program.

Review Selective Strategic Acquisitions

We intend to selectively review opportunities to acquire companies or technologies that complement our existing product portfolio and market reach.

Our Products

We have commercialized two principal product lines of Ethernet microwave links, Horizon and AirPair. We commenced commercial production of our Horizon product line in 2007. Our Horizon product line was designed as a next-generation product to follow our AirPair product line, which was introduced in 2002.

Horizon Product Family

Our Horizon product family is a Ethernet microwave portfolio and consists of Horizon Compact and Horizon Duo. Key features across our Horizon product line include adaptive modulation, ring/mesh support, advanced prioritization, jumbo frames, flow control, ATPC and layer 2 transparency.

Horizon Compact

Our Horizon Compact is designed to lower capital and operating costs for service providers by integrating and enhancing the functionality of traditional wireless indoor and outdoor units into a single, compact, high-performance, high-availability Gigabit Ethernet all-outdoor microwave transmission system. Horizon Compact offers scalability to 400 Mbps per channel, or 800 Mbps full duplex capacity using a single antenna with cross polarization. The design of the Horizon Compact reduces the installation and operational burden for service providers by not requiring support of indoor backhaul equipment or space in indoor base-station cabinets and using standard cabling with power over Ethernet. These zero-footprint characteristics of the Horizon Compact product complement 3G+ radio-access network solutions. Horizon Compact operates in the 6 to 38 GHz licensed radio frequency, ensuring interference-free performance for Ethernet microwave applications, and provides scalable, low-latency native Gigabit Ethernet connectivity.

We believe that Horizon Compact will enable service providers to offer carrier-Ethernet services using licensed spectrum on a basis that provides direct cost competition to systems using unlicensed spectrum, while also providing scalability comparable to fiber optic solutions.

Horizon Duo

Our Horizon Duo product is a wireless indoor and outdoor split mount, high-availability Ethernet microwave transmission system that provides scalable, low-latency native Gigabit Ethernet connectivity. Horizon Duo is a high capacity Ethernet microwave system that offers 1600 Mbps full duplex capacity while lowering capital and operational costs for service providers. The high capacity of the Horizon Duo is optimized for core transport ring-and-mesh applications. Horizon Duo operates in the 11 to 38 GHz licensed radio frequency, ensuring interference-free performance for wireless carrier Ethernet applications.

We believe that Horizon Duo enables service providers to achieve the network scalability that is required for emerging 4G networks. Horizon Duo's rapid link shutdown capability allows it to be deployed in ring/mesh architectures with 50-100 ms switching.

Horizon Quantum

We recently launched our Horizon Quantum product. We have designed Horizon Quantum to provide significantly increased bandwidth capacity of up to 4 Gbps per link. Horizon Quantum is a native Ethernet implementation supporting sub-0.1-ms latencies and is optimized for the rollout of LTE services. Horizon Quantum is a half-rack-unit device incorporating a Bandwidth Accelerator feature that enables superior spectral efficiency by up to a factor of 2.5 times as compared to conventional systems. The combination of these features results in a five times improvement in rack density per unit of available bandwidth capacity. Horizon Quantum also integrates key nodal intelligence that enables network operations to be streamlined and simplified to yield significant cost efficiencies. For example, Horizon Quantum incorporates integrated switching capability enabling aggregation and switching to optimize ring-and-mesh network deployments by requiring reduced

network equipment to be deployed, powered and maintained. Horizon Quantum also incorporates our standard user-scalable bandwidth enabling simple and remote scaling, without truck rolls, providing our customers with key operational-cost benefits.

AirPair

We commenced commercial production of our previous generation product line, AirPair, in 2002. Initially, a 100 Mbps version of the product was introduced in 18 and 23 GHz frequency bands. AirPair's frequency coverage was expanded to include frequencies from 11 through 38 GHz. In 2005, we introduced a new version of the AirPair product line, AirPair Release 4, which can scale up to 250 Mbps per carrier or up to 500 Mbps per link. This version currently accounts for the majority of AirPair product sales. While we continue to produce and support our AirPair product line, this line has been largely superseded by our Horizon product family.

Service Delivery Unit (SDU)

Our SDU product range incorporates pseudowire products that enable cost-effective converged packet transport and TDM transport and eliminates intermediate cabling and complexity. Our SDU product functionality includes 6XGigE ports, Ethernet switching, remote network management, prioritization, point-to-point pseudowire or hub-and-spoke functionality and includes our SDU-16 and SDU-155 products.

Product Flexibility

Our products are configurable, allowing the end-customer to configure throughput, channel widths and a number of other parameters. Our products can be updated remotely from a network operations center to add features and functionality to products deployed in the field. The packet processing and modem function on both our Horizon Compact and Horizon Duo products are implemented through firmware in FPGA, enabling us to customize these functions, provide value-added features and upgrade field-deployed units without requiring hardware changes.

Support and Service

Our product offering is complemented by customer support and service and extended product warranties. Our customer support program includes project management, link installation, RF planning, network design and line of sight assessments for large scale projects; assistance in securing licensed spectrum; full training and certification for network operators; access to our technical assistance center (including both telephone and on-site support); and our 24-hour customer support website. Our support team of 11 full-time support engineers is comprised of specialized wireless professionals that work closely with our customers to ensure that customer requirements are met both during and after initial deployment of our products.

Our Sales and Distribution Strategy

We distribute our products and services through a combination of direct and indirect sales channels. This strategy permits us to broaden our customer coverage, while at the same time retaining contact with our customer base and managing costs. Our sales cycles can be lengthy and often include network studies and trials of our equipment in laboratory and field environments. Because our products are utilized in large network deployments, our sales are project-based and accordingly are highly variable from quarter to quarter. Our direct customers are typically service providers that operate networks in large geographical areas. The sales cycle to this class of customer typically involves a trial (or trials), and requires nine to twelve months from first contact before orders are received. Once the order stage is reached, a supply agreement is usually established and multiple orders are processed under one master supply agreement. While North America is our primary geographic market, our sales team targets service providers across the world and our products have been deployed in numerous countries across Europe (in France, Spain, Germany, Italy, Romania and the Czech Republic) and the Middle East (in Pakistan, the United Arab Emirates, Saudi Arabia, Kuwait and Lebanon). In our most recent fiscal year, 68% of our sales originated from North America, 26% from EMEA, 5% from Asia-Pacific and 1% from Latin America.

Direct Sales Strategy

Our direct sales and business development team of 26 employees primarily focuses on Tier 1 service providers. The team is organized across three geographic regions: North America, EMEA and Asia-Pacific. Direct sales employees are currently based in the United States, Canada, the United Kingdom, France and the United Arab Emirates. We expect to place additional direct sales personnel in Singapore in the third quarter of the current fiscal year. Our sales and business development team is comprised of dedicated salespeople assigned to specific customer accounts. Our sales personnel have extensive knowledge of network infrastructure. In addition to closely monitoring our target markets for potential network deployments and new customer opportunities, our sales team builds on our existing relationships with our customers' network planning organizations, including participating in business case development and technical analysis of projects. This channel represented 77% and 62% of revenue for the three months ended May 31, 2009 and the fiscal year ended February 28, 2009, respectively (fiscal year ended February 29, 2008 — 55%).

Indirect Sales Channel Strategy

Our indirect sales channel consists primarily of distributors and regional VARs, and is involved in both channel-initiated sales (sales initiated and serviced by third parties) and channel-fulfilled sales (sales initiated by our direct sales team and serviced by third party resellers). Our principal North American distributors are TESSCO Technologies Inc., Talley Inc., Alliance Communications Corporation and Hutton Communications Inc. These distributors have been selected based on geographic coverage and access to market verticals. Within North America, our VARs are identified by these distributors. We have agreements with several regional VARs in North America. Outside of North America, we select our VARs directly. We qualify our VARs based on experience deploying microwave equipment, contacts in our target customer segments, and financial stability. We provide ongoing training to our VARs, and our VARs work with our dedicated account managers, participate in co-operative marketing programs and receive market development funds and support materials for customer sales. Our personnel assist our VARs with initial installations of our products to provide quality assurance to end-customers.

We also work with OEMs, including system integrators and network equipment vendors, to assist them in providing complete network solutions for their end-customers.

The majority of our indirect revenues in North America are accounted for by three distributors. In EMEA and Asia-Pacific, we have agreements with regional VARs in the United Kingdom, Ireland, Spain, France, Germany, Belgium, the Netherlands, Sweden, Norway, Hungary, the Czech Republic, Israel, Saudi Arabia, United Arab Emirates, Kuwait, South Africa, Australia, Pakistan and Singapore. This channel represented 18% and 34% of revenue for the three months ended May 31, 2009 and the fiscal year ended February 28, 2009, respectively (fiscal year ended February 29, 2008 — 37%).

Competition

We face competition in our target markets from two types of microwave equipment suppliers: PDH equipment suppliers and Ethernet equipment suppliers. Microwave equipment has historically been used to address the backhaul requirements of 2G cellular applications and, today, the market is dominated by PDH products. The leading suppliers of PDH microwave equipment are NEC Corp., Alcatel-Lucent, Telefonaktiebolaget LM Ericsson and Nokia Siemens Networks. While we compete with suppliers of PDH backhaul products of T1s and E1s used in 2G networks, our native Ethernet-based products are optimized for the transport of packet-based networks and feature significantly higher capacity, and a manufacturing process that delivers this high capacity at a lower price, than PDH equipment. A second category of equipment suppliers for backhaul applications are, like us, focused on Ethernet-based products in IP networks. These suppliers are our main competitors and include Ceragon Networks Ltd. of Israel and Harris Stratex Networks, Inc. of the United States. We encounter these competitors in network builds focused on IP traffic. We believe that our bandwidth capability/flexibility, and all-outdoor solution, performance and simplicity differentiate our solution from products offered by our competitors.

Our assessment of our competitive position, as described above, is based, among other factors, on our knowledge of the telecommunications equipment industry and communications with our customers.

Manufacturing and Supply Chain Management

We outsource most of our manufacturing and certain of our supply chain management and distribution functions. Outsourcing these functions allows us to focus on designing, developing, selling and supporting our products. In addition, we are able to leverage the economies of scale and expertise of specialized outsourced manufacturers, reduce manufacturing and supply chain risk and reduce distribution costs.

We have two principal outsourced manufacturers, BreconRidge and Plexus:

•: BreconRidge is an electronics manufacturing services company specializing in the communications, industrial and consumer market sectors. BreconRidge is ISO 9001 certified and has manufacturing facilities in Canada, the United States and China. Our products are manufactured at BreconRidge's facility in Ottawa, Ontario, Canada. Terence Matthews, one of our directors, has a significant equity interest in BreconRidge. See "Interests of Management and Others in Certain Transactions". We believe that our manufacturing agreement with BreconRidge reflects fair market terms and payment provisions.
•: Plexus is an electronics manufacturing services company with manufacturing facilities in the United States and Malaysia. Plexus provides product design, supply chain and materials management, manufacturing, test, fulfillment and aftermarket solutions to branded product companies in the wire-line/networking, wireless infrastructure, medical, industrial/commercial and defense/security/aerospace market sectors.

We have allocated manufacturing of our products (including components) among key suppliers to reduce the risks associated with using a single supply source and to ensure competitive pricing and levels of service. Using multiple suppliers also enables us to respond more rapidly to increases in demand for our products.

Research and Development Activities

Our ability to develop technologically superior and/or most cost-effective solutions relative to our competitors can only be achieved through our continued research and development ("R&D") efforts.

Our R&D activities take place at our headquarters in Ottawa, Ontario, Canada. We currently have approximately 82 personnel in our engineering group, representing approximately 45% of our total personnel (including contractors). The majority of our engineering staff hold technical degrees in engineering. A large number of our senior engineering personnel have worked together for several years and have been responsible for the development of our products. Our R&D team works closely with our growing customer base, and incorporates feedback from our direct and indirect sales teams into our product development plans to improve our products and address emerging market requirements.

Our R&D expenses have historically been, and will continue to be, a significant portion of our overall cost structure as we will continue to invest in new product features and new platforms to better serve the current and future needs of our customers. We invested 25% and 26% of our revenues in R&D during fiscal year 2009 and fiscal year 2008, respectively.

Protection of Intellectual Property

In accordance with industry practice, we protect our proprietary rights through a combination of patent, copyright, trade-mark and trade secret laws and contractual provisions.

Patent law offers some protection for our current and future products and may protect certain elements of our manufacturing processes. Our patent strategy is focused on protecting novel elements of the following aspects of our product and manufacturing design:

•: core design features (including certain circuits and algorithms required for advanced, low-cost point-to-point radio implementations);
•: implementation technologies (consisting of the proprietary aspects of our manufacturing design that permit low-cost automated assembly and testing);

•: certain key Ethernet microwave networking technologies for high-speed, high-performance metro Ethernet networking applications (including bandwidth scaling feature (marketed as "Flex"), mesh rapid link shutdown feature, mesh node packaging/integration); and
•: other key features of our products (including Flex functionality, RF-loopback, mesh nodes and tri-mode mesh panel features).

Our active patent portfolio consists of 8 issued U.S. patents, 12 pending U.S. applications, 2 pending Canadian applications and 4 pending European applications.

The executable code for our software and firmware, the embedded software and firmware in our hardware products and our manufacturing designs are protected under trade secret law and as unpublished, copyrighted works. Software is only provided to our customers in binary format. We recognize, however, that effective copyright protection may not be available in some countries in which we distribute products. We license the use of our product to our customers and resellers. These licenses contain standard provisions prohibiting the unauthorized reproduction, disclosure, reverse engineering or transfer of our product. In addition, we are designing products changes that will enable the implementation of encrypted embedded firmware which will further enhance our ability to protect our critical intellectual property.

Our general practice is to enter into confidentiality and non-disclosure agreements with our employees, consultants, manufacturers, suppliers, customers, channel partners and others to attempt to limit access to and distribution of our proprietary information. In addition, our practice is to enter into agreements with our employees that include an assignment to us of all intellectual property developed in the course of their employment.

We have registered trade-marks DRAGONWAVE, AIRPAIR and HORIZON in Canada and DRAGONWAVE and HORIZON in the U.S. We have a pending trade-mark application in the U.S. for AIRPAIR, although this application is currently being opposed by a third party.

Except for intellectual property which we have taken measures to protect as described above, there are no patents or other intellectual property rights, licenses or proprietary rights, or processes protected by trade secrets that we rely on or that are material to our business or revenues.

Operations and Facilities

Our headquarters are located at leased premises in Ottawa, Ontario, Canada, pursuant to a lease entered into by us with Kanata Research Park Corporation ("KRPC"), a corporation controlled by Terence Matthews, one of our directors. See "Interests of Management and Others in Certain Transactions". Our R&D, services and support, and general and administrative groups operate from our headquarters. These premises consist of approximately 26,306 square feet of rentable space with a lease term that expires on November 30, 2011. Aggregate annual lease payments (base rent and all other rent and charges) are approximately $596,000. The lease for these premises is renewable at our option for a further term of five years, provided we deliver written notice to KRPC of our intention to exercise our option not less than six months prior to the expiry of the lease term. We also lease a warehouse facility at 362 Terry Fox Drive, Ottawa, Ontario from KRPC, pursuant to a lease dated August 30, 2006, as most recently amended on October 23, 2008. The term of this lease has been amended and expires on October 31, 2011. These premises consist of approximately 10,863 square feet of rentable space. Aggregate annual lease payments (base rent and all other rent and charges) are approximately $224,000. Additional warehouse space (4,050 square feet) located at 349 Terry Fox Drive, Ottawa, Ontario has been leased from KRPC pursuant to a six month lease commencing February 1, 2008 and on a month-to-month basis after the expiry of the initial six month term. Total rent payments for the year are estimated at $40,500. We have also subleased additional space at 362 Terry Fox Drive, Ottawa, Ontario. The premises consist of approximately 3,146 square feet of rentable space. Aggregate annual lease payments are approximately $15,730. The term of the lease commences on September 1, 2009 and ends on November 29, 2010. We also lease office space in England under a lease that expires in 2013. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Three Month Period Ended May 31, 2009 — Off-Balance Sheet Arrangements".

Employees and Contractors

As of August 31, 2009, we had 182 full-time and temporary employees and contractors. A breakdown of our employees and contractors by main category of activity and geographic location is as follows:

Category of Activity		Geographic Location

General and administrative:	16	Canada
Operations:	45	Canada
Research and development:	82	Canada
Sales and marketing/customer support:	39	Canada, U.S., Europe, the Middle East

Total:	182

Legal Proceedings

It is common in our industry to receive notices alleging patent infringement arising in the normal course of business. We have set up internal procedures to deal with such notices, which include assessing the merits of each notice and seeking, where appropriate, a business resolution. Where a business resolution cannot be reached, litigation may be necessary. The ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on our business because of defense costs, negative publicity, diversion of management resources and other factors. Our failure to obtain any necessary license or other rights on commercially reasonable terms, or otherwise, or litigation arising out of intellectual property claims could materially adversely affect our business. As of the date of this short form prospectus, we are not party to any litigation that we believe is material to our business.

DIRECTORS AND MANAGEMENT

The following table sets out, for each of our directors and executive officers, the person's full name, municipality of residence, position with DragonWave, principal occupation and, if a director, the date on which the person became a director. Directors are elected at our annual shareholders meetings for a term that expires at the time of our next annual shareholders meeting, unless the director's office becomes vacant earlier by resignation, death, removal or other cause.

Name and Municipality of Residence		Offices with DragonWave	Principal Occupation	Director Since

JEAN-PAUL COSSART⁽¹⁾⁽²⁾ Versailles, France	62	Director	Associate Director, Infoteria of France	June 9, 2009
CARL EIBL⁽²⁾⁽³⁾ La Jolla, California, U.S.A.	49	Director	Managing Director, Enterprise Partners Venture Capital	November 15, 2005
CLAUDE HAW^(1)(2)(3) Ottawa, Ontario, Canada	53	Director	President and CEO of the Ottawa Centre for Research and Innovation	November 10, 2003
TERENCE MATTHEWS Ottawa, Ontario, Canada	66	Director	Chairman, Wesley Clover International Corporation	March 30, 2000
GERRY SPENCER⁽¹⁾⁽³⁾ Kingswood, Surrey, U.K.	60	Director and Chair of the Board of Directors	Retired	February 3, 2006
PETER ALLEN Ottawa, Ontario, Canada	53	President, Chief Executive Officer and Director	Chief Executive Officer, DragonWave Inc.	March 4, 2004
ERIK BOCH Ottawa, Ontario, Canada	48	Vice President, R&D and Chief Technology Officer	Chief Technology Officer, DragonWave Inc.	N/A
DAVID FARRAR Ottawa, Ontario, Canada	52	Vice President, Operations	Vice President, Operations, DragonWave Inc.	N/A
RUSSELL FREDERICK Ottawa, Ontario, Canada	50	Chief Financial Officer, Vice President, Secretary and Director	Chief Financial Officer, DragonWave Inc.	March 23, 2007

Name and Municipality of Residence		Offices with DragonWave	Principal Occupation	Director Since

BRIAN MCCORMACK Atlanta, Georgia, U.S.A.	66	Vice President, Sales	Vice President, Sales, DragonWave Inc.	N/A
ALAN SOLHEIM Ottawa, Ontario, Canada	50	Vice President, Product Management	Vice President, Product Management, DragonWave Inc.	N/A

(1): Audit Committee members are Claude Haw (Chair), Jean-Paul Cossart and Gerry Spencer.
(2): Compensation Committee members are Carl Eibl (Chair), Jean-Paul Cossart and Claude Haw.
(3): Nominating and Governance Committee members are Gerry Spencer (Chair), Carl Eibl and Claude Haw.

As a group, our directors and executive officers beneficially own or control or direct, directly or indirectly, a total of 2,759,955 Common Shares, representing approximately 9.64% of the total outstanding Common Shares as at September 23, 2009.

Officers and Senior Management

Peter Allen, President & Chief Executive Officer. Prior to joining DragonWave in 2004, Peter Allen was President and CEO of Innovance Inc. ("Innovance"), a private reconfigurable optical networking company. Prior to 2000, Peter was the Vice President of Business Development for the Optical Networks Division of Nortel Networks Limited ("Nortel"), holding leadership responsibility for Nortel's optical components business as well as business development responsibility for system activities. At Nortel, Peter led a 5,000-employee global operation spanning R&D, manufacturing and sales and marketing. Peter has also held managerial positions at Ford Motor and Rothmans International plc, and has lived and worked in North America, Europe and Africa.

Erik Boch, Founder, Vice President, R&D and Chief Technology Officer. Prior to co-founding DragonWave in February 2000, Erik Boch held senior engineering or technical management positions at a number of communications and aerospace companies, namely Litton Systems Canada Ltd., ComDev International Ltd., Lockheed Martin Corporation and Newbridge Networks Corporation (since acquired by Alcatel Canada, Inc.). While at Newbridge Networks Corporation ("Newbridge"), Erik was Assistant Vice President of the Wireless Systems Group. Erik has been involved in various aspects of microwave and millimetre wave subsystem and system design for more than 22 years. Erik led the R&D team at Newbridge that introduced the first ATM-based fixed wireless access system in our industry. Erik has been published extensively in major networking publications, including Telephony, Microwave Journal, Wireless Review, Internet Telephony and America's Network. Erik holds several approved RF design patents and numerous patents pending. Erik holds a bachelor and a masters degree in electrical engineering from Carleton University, Ottawa, Ontario, Canada and is a registered professional engineer.

David Farrar, Founder & Vice President, Operations. Prior to co-founding DragonWave in February 2000, David Farrar was employed by Newbridge, where he held senior management positions in product management, R&D, operations, and information technology. Prior to joining Newbridge, Dave was Director of Engineering at Synapse Corporation, a private data communications design company, and an Engineering Manager at Mitel Networks Corporation. Dave holds a bachelor of science in electrical engineering from the University of Waterloo in Waterloo, Ontario, Canada.

Russell Frederick, Vice President, Chief Financial Officer and Secretary. Prior to joining DragonWave in 2004, Russell Frederick was the Chief Operating Officer and Chief Financial Officer of Wavesat Wireless Inc. ("Wavesat") (2000 to 2003). Prior to Wavesat, Russell was the Chief Financial Officer of PRIOR Data Sciences Ltd. (1994 to 2000) where he played a key role in the management buy-out and subsequent sale of the company. Prior thereto, Russell was employed with Digital Equipment Ltd. of Canada in various financial roles. Russell holds a master of business administration degree in finance, as well as a bachelor of science degree from McMaster University in Hamilton, Ontario, Canada.

Brian McCormack, Vice President, Sales. Prior to joining DragonWave in 2003, Brian McCormack held senior sales and marketing positions at SS8 Networks, Inc. (2002 to 2003), Teem Photonics Corporation (2001 to 2002), TelOptica Inc. (2001) and Avici Systems Inc. ("Avici") (now Soapstone Networks Inc.) (1999 to 2001). At

Avici, a recognized leader in the carrier-class switch/router market, Brian was Senior Vice President of Worldwide Sales. Prior to 1999, Brian held senior sales and marketing positions at Nortel Networks Inc., Cisco Systems, Inc. and DSC/Alcatel (now Alcatel USA Inc.). Brian holds a bachelor of arts degree from St. Anselm College in Manchester, New Hampshire, United States.

Dr. Alan Solheim, Vice President, Product Management. Prior to joining DragonWave in 2005, Alan Solheim was Chief Technology Officer at Innovance (2000-2004), a private reconfigurable optical networking company. Prior to Innovance, Alan was a Vice President at Nortel Networks Inc., responsible for market strategy in the metro transport group. Alan has extensive experience in the telecommunications industry, notably working on six generations of fiber optic transmission systems, and was the system design authority for Nortel's OC-192 program. Alan holds over 50 patents and is the principal or co-author of numerous papers published in respected industry journals. Alan holds a doctoral degree in electrical engineering from the University of Waterloo in Waterloo, Ontario, Canada and a bachelor degree in engineering from the University of Saskatchewan in Saskatoon, Saskatchewan, Canada.

Directors

Jean-Paul Cossart, Director. Jean-Paul Cossart is an Associate Director of Infoteria of France, a company that provides technological coaching. He has held this position since 2004. Prior to this Mr. Cossart was Vice President Strategy and Marketing of Cofratel since 2002, a company that provides PBX and LAN integration for the enterprise market and was a subsidiary of France Telecom. Mr. Cossart also held several positions at Alcatel-CIT (Paris, France). Mr. Cossart's experience has spanned service provider, corporate and consumer markets; telephony, data/internet and broadcast services; and international development, global sales and marketing. He is also a member of the executive committee of the French chapter of the Institute of Directors, United Kingdom. Mr. Cossart has been an executive advisor to DragonWave since 2007 and has been granted options to purchase 10,000 Common Shares as his only compensation for these services. Mr. Cossart is also on the board of directors of Mitel Networks Corporation. Mr. Cossart holds an electronic engineering degree from Ecole Supérieure d'Electricité in Paris.

Carl Eibl, Director. Carl Eibl has been a Managing Director with Enterprise Partners Venture Capital since 2003. Prior to joining Enterprise Partners, Mr. Eibl was the CEO of several technology and life science companies in San Diego, including Maxwell Technologies, Inc. (NASDAQ: MXWL) (1999-2003). Before joining Maxwell Technologies, Inc., Mr. Eibl served as President of Stratagene Corporation (NASDAQ: STGN). Mr. Eibl also served as CEO and President for Mycogen Corporation, a publicly held agricultural biotechnology company, which was sold to The Dow Chemical Company in 1998 for U.S.$1.1 billion. Mr. Eibl holds a J.D. degree from the Boston University School of Law in Boston, Massachusetts, United States and a bachelor of arts degree from Cornell University in Ithaca, New York, United States.

Claude Haw, Director. Claude Haw is President, Chief Executive Officer and a board member of the Ottawa Centre for Research and Innovation, Ottawa's leading economic development organization. He is also the founder and managing partner of Venture Coaches Fund L.P. ("Venture Coaches"), an Ottawa-based venture capital firm providing venture capital for technology companies. From 2003 to early 2007, Mr. Haw was also a general partner at Skypoint Capital Corporation, an Ottawa-based venture capital firm. Prior to Venture Coaches, Mr. Haw held a number of executive positions at Newbridge, including Vice President of Corporate Business Development. In this role, he managed strategic investment programs in more than 20 companies. Mr. Haw has also held senior management positions at Mitel Networks Corporation and Leigh Instruments Ltd. Mr. Haw holds a bachelor of electrical engineering degree from Lakehead University in Ontario, Canada and has completed the Canadian Securities Course.

Terence Matthews, Director. Terence Matthews is Chairman of Wesley Clover International Corporation, March Networks Corporation ("March Networks") and Mitel Networks Corporation ("Mitel"). Prior to March Networks and Mitel, Mr. Matthews founded Newbridge in 1986 where he served as CEO and Chairman until its acquisition by Alcatel of France (now Alcatel-Lucent) in May 2000. At Newbridge, Mr. Matthews built the company into a leader in the worldwide data networking industry. Mr. Matthews also co-founded Mitel Corporation in 1972. A Fellow of the Institution of Electrical Engineers and the University of Wales, Mr. Matthews received an honorary doctor of technology degree from the University of Glamorgan, Wales and

an honorary doctor of engineering degree from Carleton University, Ottawa, Ontario, Canada. In May 1994, he was appointed an Officer of the Order of the British Empire.

Gerry Spencer, Director (Chair). Gerry Spencer retired as Senior Vice President of British Telecommunications plc ("BT") in late 2000 after a career of nearly 30 years in finance, product management, marketing, sales and business development. During his final 6 years with BT, he served on the board of BT Global Services, with particular responsibility for International Wholesale and Marketing. Since retiring, Mr. Spencer has assumed consulting and advisory roles in international wholesale strategy and profitability (both switched minutes and IP streams), local networking, network equipment supply and business customer equipment and applications. Currently, Mr. Spencer is a member of the Chairman's advisory board at Wesley Clover International Corporation. Mr. Spencer is a graduate of Cambridge University in the United Kingdom.

For more information on director compensation see "Compensation of Directors" in our management proxy circular dated May 14, 2009 in connection with the annual and special meeting of shareholders held on June 9, 2009 (our "Management Circular"), which is incorporated by reference in this short form prospectus.

Board Committees

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee to assist the directors in efficiently carrying out their responsibilities.

Audit Committee

The mandate, role, responsibilities and procedures of the Audit Committee are set forth in our Audit Committee Charter. The Audit Committee is responsible for, among other things, reviewing our financial reporting procedures, internal controls and the performance of our external auditors. The Audit Committee is also responsible for reviewing quarterly financial statements, annual financial statements and related press releases prior to their approval by the full board of directors and certain other documents required by regulatory authorities. The Audit Committee Charter addresses in detail the relationship between the Audit Committee and our external auditors and management, and contemplates direct communication channels between the Audit Committee and our external auditors. The Audit Committee is empowered to retain persons having special competence as necessary to assist it in fulfilling its responsibilities. The Audit Committee is currently comprised of three directors: Claude Haw (Chair), Gerry Spencer and Jean-Paul Cossart. All members of the Audit Committee have accounting or related financial expertise. Each of the members of the Audit Committee is "independent" within the meaning of Rule 10A-3 under the Exchange Act, the NASDAQ marketplace rules and Canadian securities laws. Please refer to our annual information form dated May 7, 2009 for the fiscal year ended February 28, 2009, which is incorporated by reference in this short form prospectus, for the complete text of the Audit Committee Charter and additional information with respect to the Audit Committee.

Compensation Committee

The mandate of the Compensation Committee includes making recommendations to our board of directors on executive compensation, including the compensation of the President and Chief Executive Officer. The responsibilities of the Compensation Committee also include oversight of our equity compensation plans and management succession strategy. The Compensation Committee is currently composed of three directors: Carl Eibl (Chair), Jean-Paul Cossart and Claude Haw. Each of the members of the Compensation Committee is "independent" within the meaning of the NASDAQ marketplace rules and Canadian securities laws.

Nominating and Governance Committee

The mandate of the Nominating and Governance Committee is to assist our directors in carrying out their oversight responsibility, ensuring that our strategic direction is reviewed annually, and ensuring that our board of directors and each of the board committees carry out its respective functions in accordance with an appropriate process. The Nominating and Governance Committee is also responsible for: assessing the effectiveness of our board of directors as a whole, as well the effectiveness of each board committee, and the contribution of each individual director; governance issues; identifying, recruiting, nominating, endorsing, recommending the appointment of, and orienting, new directors; and the ongoing training and education of our directors. The

Nominating and Governance Committee also reviews our Insider Trading Policy, Disclosure Policy and Code of Business Conduct and Ethics and is responsible for recommending changes and any action required to deal with any breach of any such policy or code. Our full board of directors is also directly involved in corporate governance matters upon the recommendation of the Nominating and Governance Committee and where otherwise appropriate. The Nominating and Governance Committee is currently composed of three directors: Gerry Spencer (Chair), Carl Eibl and Claude Haw. Each of the members of the Nominating and Governance Committee is "independent" within the meaning of the NASDAQ marketplace rules and Canadian securities laws.

Cease Trade Orders and Bankruptcies

Peter Allen, one of our directors and our Chief Executive Officer, was a director and the President of Innovance, a private, venture capital funded, reconfigurable optical networking company. On December 23, 2003, Innovance filed a Notice of Intent to make a proposal pursuant to Part III of the Bankruptcy and Insolvency Act (Canada) (the "BIA"). Pricewaterhouse Coopers LLP consented to act as proposal trustee. On July 12, 2004, a majority of the creditors of Innovance voted to accept the proposal, and the proposal received court approval on September 16, 2004. The proposal trustee reported in the applicable court materials that there was no conduct of Innovance that was subject to censure, and no irregular facts to report in accordance with Section 173 of the BIA.

Terence Matthews, one of our directors, routinely invests in and acts as a director on the boards of businesses that are at an early stage of development and that, as a result, involve substantial risks. Mr. Matthews was a director of Ironbridge Networks Corporation, which went into receivership in January 2001 and West End Systems Corporation, which went into receivership in February 1999.

Carl Eibl, one of our directors, was a director of TwinStar Systems, Inc. ("TwinStar"), a private start-up company that developed tools for semiconductor fabrication facilities. TwinStar ceased operations in May 2005 and all of the assets of TwinStar were sold and a settlement with its creditors was completed by the end of August 2005.

Gerry Spencer, the Chair of our board of directors, was the non-executive Chairman of an AIM-listed company, AT Communications Group plc ("ATC"), beginning in mid 2005. On April 15, 2009, Mr. Spencer announced his intention to step down from the board of ATC, with his resignation to be made effective at ATC's annual general meeting, which was held on May 28, 2009. In fact, he stood down at a meeting of the board of directors on April 27, 2009, which was announced by ATC on April 30, 2009. On June 1, 2009, ATC announced a significant delay of revenue from a major customer. On June 24, 2009, ATC announced that it had received notice of a possible claim under the warranties in a sale and purchase agreement relating to the disposal of a wholly-owned subsidiary of ATC in March, 2009. In connection with the delay of revenue and the possible claim, ATC announced that it had requested, and received, a suspension, with immediate effect, of the trading of its shares on AIM, pending clarification of ATC's financial position. On August 3, 2009, ATC announced the appointment of Grant Thornton UK LLP as administrators of ATC. On August 4, 2009, Daisy Group plc, an AIM-listed company, announced that its wholly-owned subsidiary had entered into agreements to acquire all of the trading assets of ATC. On August 23, 2009, The Sunday Times (U.K. edition) reported that the London Stock Exchange has launched an investigation into ATC following disclosures of accounting discrepancies.

None of our directors, officers or principal shareholders have been subject to a corporate cease trade or similar order.

Executive Compensation

Executive Compensation for the Fiscal Year Ended February 28, 2009

Detailed information concerning the compensation of our executive officers and directors for the fiscal year ended February 28, 2009 is contained in pages 12 to 32 of our Management Circular, which is incorporated by reference in this short form prospectus. For ease of reference, we have set out below the two key tables relating to the compensation for the fiscal year ended February 28, 2009 for our Chief Executive Officer (Peter Allen), Chief Financial Officer (Russell Frederick), and our three other most highly compensated executive officers

during the fiscal year (collectively, the "Named Executive Officers"). These tables have been extracted from our Management Circular.

Summary Compensation Table

The following table sets forth compensation information for the fiscal year ended February 28, 2009 for our Named Executive Officers.

Name and principal position			Non-equity incentive plan compensation ($)	All other compensation ($)



Peter Allen President and Chief Executive Officer	$200,000	$49,000	Nil	Nil	$249,000

Russell Frederick Chief Financial Officer, Vice President and Secretary	$185,000	$31,500	Nil	Nil	$216,500

Erik Boch Vice President, R&D and Chief Technology Officer	$185,000	$31,500	Nil	Nil	$216,500

Brian McCormack Vice President, Sales	U.S.$200,000	U.S.$8,573⁽²⁾	U.S.$310,340⁽³⁾	Nil	U.S.$518,913

Alan Solheim Vice President, Product Line Management	$185,000	$31,500	Nil	Nil	$216,500

(1): Option based award values are calculated at their fair market value established using the Black-Scholes methodology, which we have chosen as the method to value options as it is the most widely recognized methodology and is accepted by Canadian Generally Accepted Accounting Standards. The Black-Scholes model considers various factors including historical share prices, price volatility and interest rates.
(2): Foreign exchange rate used to convert Canadian dollar to US dollars is 1.2248 (the Bank of Canada C$ to US$ closing rate on January 13, 2009, being the date of the option grant).
(3): Mr. McCormack earned U.S.$310,340 in sales commission in fiscal year 2009.

Incentive plan awards — value vested or earned during the fiscal year ended February 28, 2009

The following table sets forth the value vested or earned by the Named Executive Officers under our equity and non-equity incentive plans for the fiscal year ended February 28, 2009.

Name of Executive Officer	Option-based awards — Value vested during the fiscal year ended February 28, 2009 ($)⁽¹⁾			Non-equity incentive plan compensation — Value earned during the fiscal year ended February 28, 2009 ($)



Peter Allen	$	45,426	$85,709	Nil

Russell Frederick	$	13,530	$59,203	Nil

Erik Boch	$	19,330	$44,532	Nil

Brian McCormack	$	11,600	$24,116	U.S.$310,340⁽²⁾

Alan Solheim	$	15,460	$134,263	Nil

(1): Represents the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date.
(2): Mr. McCormack earned U.S.$310,340 in sales commission in fiscal year 2009.

Recent Executive Compensation Developments

On June 9, 2009, in compliance with the rules of the TSX, our shareholders approved the exchange of options originally granted to certain senior officers (the "Option Exchange"), all as described in our Management Circular. Set forth below is the Outstanding Option-Based Awards and Share-Based Awards table updated to reflect this Option Exchange.

Outstanding Option-Based Awards and Share-Based Awards as at August 31, 2009

The following table sets forth all unexercised options outstanding as of August 31, 2009 for each Named Executive Officer, giving effect to the Option Exchange.

	Option-Based Awards


						Aggregate value of unexercised in-the-money options as at August 31, 2009 ($)⁽²⁾		Share-Based Awards
	Number of Common Shares underlying unexercised options (#)							Share-Based Awards
Name of Executive Officer	Number of Common Shares underlying unexercised options (#)		Option exercise price ($)⁽¹⁾		Option expiration date			Number of Common Shares that have not vested (#)	Market value of share- based awards that have not vested as at August 31, 2009 ($)⁽¹⁾

Peter Allen		70,000 80,000 235,000	$ $ $	1.34 4.45 2.46	January 13, 2014 October 5, 2013⁽¹⁾ June 22, 2011		$1,463,050	Nil	Nil

Russell Frederick		45,000 45,000 70,000	$ $ $	1.34 4.45 2.46	January 13, 2014 October 5, 2013⁽¹⁾ June 22, 2011		$602,450	Nil	Nil

Erik Boch		45,000 50,000 100,000	$ $ $	1.34 4.45 2.46	January 13, 2014 October 5, 2013⁽¹⁾ June 22, 2011		$732,850	Nil	Nil

Brian McCormack		15,000 20,000 60,000	$ $ $	1.34 4.45 2.46	January 13, 2014 October 5, 2013⁽¹⁾ June 22, 2010		$357,950	Nil	Nil

Alan Solheim		45,000 50,000 80,000	$ $ $	1.34 4.45 2.46	January 13, 2014 October 5, 2013⁽¹⁾ June 22, 2011		$652,650	Nil	Nil

(1): Following the approval of the Option Exchange by shareholders on June 9, 2009, the options with an exercise price of $6.57 were exchanged for options with an exercise price of $4.45. As the same time, the vesting schedule and the expiry date of the new options were extended by a period of one year.
(2): The closing market price of the Common Shares on the TSX on August 31, 2009 was $6.47.

Insurance

We maintain liability insurance for our directors and officers. The directors' and officers' insurance is contained in a policy issued on June 1, 2009. The annual premium for the policy is $221,000. No portion of the premium is directly paid by any of our directors or officers. The policy carries a limit of $40,000,000 and has a deductible of $25,000 for each claim.

INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Private Investor Convertible Debentures and Warrants

Between October 12, 2005 and November 7, 2006, we borrowed funds from a group of our shareholders comprised of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. (together "Enterprise"), Wesley Clover International Corporation, Venture Coaches, The Business, Engineering, Science & Technology Discoveries Fund Inc., VentureLink Brighter Future Fund Equity Inc. and William Sinclair. Three of these lenders had nominees on our board of directors, namely, Carl Eibl of Enterprise, Terence Matthews of Wesley Clover International Corporation (a corporation controlled by Terence Matthews) and Claude Haw of Venture

Coaches. As of April 19, 2007, we owed the lenders a total of $13,378,472, consisting of $12.5 million in principal and $878,472 in accrued interest. On the closing of our initial public offering on April 19, 2007, all principal and interest owed to these lenders was converted into an aggregate of 3,763,283 Common Shares (representing a 10% discount to the price per Common Share of the initial public offering). As an inducement to extend the above referenced credit to us, each lender was also granted a warrant to purchase that number of Common Shares equal to X/Y, where is X is equal to 6% of the principal amount advanced by the lender and Y is equal to $3.95, at an exercise price of $3.55 per share. The warrants expire on April 19, 2010. See "Options and Warrants to Purchase Securities — Warrants Issued in Relation to Convertible Debt Financings".

Kanata Research Park Corporation

Our principal office located at 411 Legget Drive, Ottawa, Ontario is leased by us from KRPC pursuant to a lease dated February 14, 2000, as most recently amended on October 25, 2006. The term of this lease expires on November 30, 2011. We currently lease approximately 26,306 square feet of rentable space. Aggregate lease payments (base rent and all other rent and charges) are approximately $596,000 per annum. We also lease a warehouse facility at 362 Terry Fox Drive, Ottawa, Ontario from KRPC pursuant to a lease dated August 30, 2006, as most recently amended on October 23, 2008. The term of this lease has been amended and expires on October 31, 2011. These premises consist of approximately 10,683 square feet of rentable space. Aggregate annual lease payments (base rent and all other rent and charges) are approximately $224,000. Additional warehouse space (4,050 square feet) located at 349 Terry Fox Drive, Ottawa, Ontario has been leased from KRPC pursuant to a six month lease commencing February 1, 2008 and on a month-to-month basis after expiry of the initial six month term. Total rent payments for the year are estimated at $40,500. We believe that the terms of our leases reflect fair market terms and payment provisions at the times that the leases were negotiated. KRPC is a corporation wholly-owned by Terence Matthews, one of our directors.

BreconRidge Corporation

On November 4, 2005, we entered into a supply agreement with BreconRidge (the "Supply Agreement"). Pursuant to the Supply Agreement, BreconRidge has agreed to provide us with production and pre-production products and related services which may included prototype development and manufacturing, pre-production and production product manufacturing for materials by way of purchase orders and forecasts from us. In the fiscal year 2009, we purchased manufacturing and other services in the approximate amount of $14.1 million from BreconRidge. We negotiated the terms of the Supply Agreement on an arm's-length basis and we believe that the terms reflect market terms and payment provisions. We have no minimum purchase commitments pursuant to the Supply Agreement. Upon our request, BreconRidge provides us with price quotations for pre-production and production products and services. If such quotation is acceptable to us, we then issue purchase orders to BreconRidge based on the pricing set forth in the quotation. The Supply Agreement provides that, so long as we have established approved credit terms with BreconRidge, purchase orders submitted by us are paid within 30 days from the date of invoice. The term of the Supply Agreement is continuous until termination. Either we or BreconRidge may terminate the Supply Agreement on 30 days notice. Terence Matthews, one of our directors, owns a significant equity interest in BreconRidge.

Wesley Clover Corporation

We also purchase services from Wesley Clover Corporation, a company controlled by Terence Matthews, one of our directors. Total net service purchases in the fiscal year ending February 28, 2009 was $204,504 as compared to $100,000 in the 2008 fiscal year. These purchases have been recorded in sales & marketing expenses in DragonWave's Financial Statements for the fiscal year ended February 28, 2009.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Each of the Common Shares entitles its holder to notice of, and to one vote at, all meetings of our shareholders. Each of the Common Shares carries an entitlement to receive dividends if, as and when declared by our board of directors. In the event of the liquidation, dissolution or winding-up of DragonWave, our net assets available for distribution to our shareholders will be distributed rateably among the holders of the Common Shares.

Authorized and Issued Share Capital

Our authorized share capital consists of an unlimited number of Common Shares of which 28,633,943 Common Shares are issued and outstanding on the date of this short form prospectus.

Shareholder Rights Plan

On June 9, 2009, our shareholders approved, ratified and confirmed our Shareholder Rights Plan Agreement dated January 29, 2009 (the "Rights Plan"). The objective of the Rights Plan is to enable our board of directors to better control the timing and process of unsolicited take-over bids. The Rights Plan was not adopted in response to or in anticipation of any pending or threatened take-over bid. It is not intended to and will not prevent a take-over of DragonWave. Specifically, the Rights Plan is designed to encourage an offeror either to make a "Permitted Bid" (as defined therein), without approval of our board of directors, or to negotiate the terms of the offer with our board of directors. Failure to pursue either course of action creates the potential for substantial dilution of the offeror's position.

A summary of the Rights Plan is included in our Management Circular, which is incorporated by reference in this short form prospectus, and a copy of the Rights Plan has been filed with the Canadian securities regulatory authorities on SEDAR at www.sedar.com. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Fiscal Year Ended February 28, 2009 — Overview".

CONSOLIDATED CAPITALIZATION

The following table sets out our consolidated capitalization as at May 31, 2009 and after giving effect to the Offering, in each case excluding the exercise of the Over-Allotment Option and the exercise of the options and warrants described under the heading "Options and Warrants to Purchase Securities". There has been no material change in our share and loan capital on a consolidated basis since May 31, 2009.

This table should be read in conjunction with "Summary Consolidated Financial Information", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Options and Warrants to Purchase Securities" and DragonWave's Financial Statements which are contained elsewhere, and are incorporated by reference, in this short form prospectus.

		As at May 31, 2009 (Before this Offering)

		(amounts in C$ thousands, except for share amounts)
		(unaudited)
Total debt (line of credit)			586		586
Total current liabilities			9,153		9,153
Shareholder's equity			40,665		40,665
	Total issued and outstanding Common Shares		28,614,780		•
	Contributed surplus		1,472		1,472
	Deficit		(80,743	)	(80,743	)
Total capitalization⁽¹⁾			115,889		•

(1): Based on the closing price of $4.05 for the Common Shares on May 29, 2009, the last trading day prior to May 31, 2009.
(2): After deducting the portion of the fee payable to the Underwriters and the estimated expenses of the Offering payable by us.

USE OF PROCEEDS

We expect to receive net proceeds from the sale of the Treasury Shares of approximately U.S.$ • , after deducting our portion of the fee payable to the Underwriters and estimated offering expenses of U.S.$ • . We will not receive any of the net proceeds to the Selling Shareholders from the sale of the Secondary Shares.

We expect to use the net proceeds from the sale of the Treasury Shares as follows:

(i): as to approximately U.S.$ • (C$ • ) (40% of the net proceeds), to strengthen our balance sheet in preparation for new mobile broadband network deployments and to better position us to be selected as an equipment vendor for large network service providers;
(ii): as to approximately U.S.$ • (C$ • ) (30% of the net proceeds), to fund working capital requirements associated with accelerating sales and production of our products;
(iii): as to approximately U.S.$ • (C$ • ) (20% of the net proceeds), to continue to fund our efforts to increase sales penetration in regions outside North America, including increasing global direct sales activity, expanding our distribution, VAR and OEM network, and providing training and support to strengthen the systems engineering and support organizations of our VARs and OEMs. We also plan to invest in human resources and supporting infrastructure to support this effort; and
(iv): as to the balance, to provide an available source of funding for potential future acquisition opportunities.

Although we evaluate potential acquisition and investment opportunities from time to time, we have no present agreements or commitments with respect to any particular transaction.

While we currently anticipate that we will use the net proceeds from the sale of the Treasury Shares received as set forth above, we may re-allocate these proceeds from time to time having consideration to our strategy relative to the market and other conditions in effect at the time, including those referred to under "Risk Factors".

Pending the use of proceeds outlined above, we intend to invest the net proceeds from the sale of the Treasury Shares in investment grade, short-term, interest bearing securities. Our Chief Financial Officer is responsible for following our investment policy.

DIVIDEND POLICY

We have never declared or paid any dividends on our Common Shares. We currently intend to retain any future earnings to fund the development and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination by us to pay dividends will be at the discretion of our board of directors and will depend upon many factors, including our results of operations, capital requirements and other factors as our board of directors deems relevant. There are no restrictions in our articles preventing us from declaring dividends or paying dividends to our shareholders.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following sets forth summary consolidated financial information for the periods indicated and is derived from DragonWave's Financial Statements, which are contained elsewhere, and are incorporated by reference, in this short form prospectus. Historical results do not necessarily indicate results for any future period. Each prospective purchaser should read the following information in conjunction with our consolidated financial statements and the related notes and with our management's discussion and analysis of consolidated results of operations and financial condition for the fiscal year ended February 28, 2009 dated May 7, 2009 and our management's discussion and analysis of consolidated results of operations and financial condition for the period ended May 31, 2009 dated July 14, 2009, which are incorporated by reference in this short form prospectus. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Reconciliation to U.S. GAAP".

		Three Months Ended May 31,						Fiscal Years Ended February 28/29,

		2009			2008			2009			2008
		(amounts in C$ thousands, except for share and per share amounts)
		(unaudited)			(unaudited)			(audited)			(audited)
Consolidated Statements of Operations, Comprehensive Loss and Deficit:
REVENUE			15,950			10,725			43,334			40,404
	Cost of sales		10,440			6,344			28,683			24,980

	Gross profit		5,510			4,381			14,651			15,424

EXPENSES
	Research and development		3,024			3,131			10,628			10,378
	Selling and marketing		2,539			2,624			10,649			8,858
	General and administrative		1,231			1,130			4,079			3,885
	Investment tax credits		(60	)		(50	)		(82	)		(492	)
	Restructuring charges		—			—			501			—

			6,734			6,835			25,775			22,629

Loss from operations			(1,224	)		(2,454	)		(11,124	)		(7,205	)

Interest income			34			254			693			1,109
Interest expense			(7	)		(9	)		(35	)		(203	)
Foreign exchange gain (loss)			(1,686	)		268			4,514			(1,453	)
Interest expense on debt component of redeemable preferred shares and convertible debt			—			—			—			(500	)

Loss before income taxes			(2,883	)		(1,941	)		(5,952	)		(8,252	)
Income taxes			—			—			(37	)		—

Net and comprehensive loss			(2,883	)		(1,941	)		(5,989	)		(8,252	)
Deficit, beginning of period			(77,860	)		(71,871	)		(71,871	)		(63,619	)

Deficit, end of period			(80,743	)		(73,812	)		(77,860	)		(71,871	)

Loss per share⁽¹⁾
	Basic and fully diluted		(0.10	)		(0.07	)		(0.21	)		(0.35	)

	Basic and diluted⁽²⁾ weighted average number of shares outstanding		28,569,238			28,480,522			28,537,202			23,448,504

(1): Basic loss per share is calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period. For all periods presented, the net loss available to shareholders equates to the net loss. The diluted loss per share does not differ from the basic loss per share as outstanding dilutive instruments are anti-dilutive.
(2): Excludes the effect of all options and warrants that are anti-dilutive for all periods presented.

			Fiscal Years Ended February 28/29,

	Three Months Ended May 31, 2009		Fiscal Years Ended February 28/29,
	Three Months Ended May 31, 2009		2009		2008
	C$ (thousands)
	(unaudited)		(audited)		(audited)
Consolidated Balance Sheet Data:
Cash and cash equivalents		21,975		8,504		1,551
Short-term investments		—		14,994		31,908
Total assets		49,818		51,828		59,815
Total debt (line of credit)		586		641		550
Total liabilities		9,153		8,533		11,318
Total liabilities and shareholders' equity		49,818		51,828		59,815

Selected Consolidated Quarterly Financial Information

The following table sets out selected financial information for each of our most recent eight fiscal quarters. In the opinion of management, this information has been prepared on the same basis as DragonWave's Financial Statements, and all necessary adjustments have been included in the amounts stated below to present fairly the unaudited quarterly results when read in conjunction with DragonWave's Financial Statements and related notes thereto.

		Quarters Ended

		May 31 2009			Feb 28 2009			Nov 28 2008			Aug 31 2008			May 31 2008			Feb 29 2008			Nov 30 2007			Aug 31 2007
		(amounts in C$ thousands, except for share and per share amounts)
Revenue			15,950			11,333			10,704			10,572			10,725			10,342			11,548			9,885
Gross Profit			5,510			2,939			3,704			3,627			4,381			4,256			4,532			3,611
	Gross Profit %		35%			26%			35%			34%			41%			41%			39%			37%
Operating Expenses			6,734			5,997			6,483			6,460			6,835			6,475			5,850			5,405
Income from operations			(1,224	)		(3,058	)		(2,779	)		(2,833	)		(2,454	)		(2,219	)		(1,318	)		(1,794	)
Net loss for the period			(2,883	)		(2,150	)		(221	)		(1,677	)		(1,941	)		(2,249	)		(1,208	)		(2,069	)
Basic and fully diluted loss per share⁽¹⁾			(0.1	)		(0.08	)		(0.01	)		(0.06	)		(0.07	)		(0.08	)		(0.04	)		(0.08	)
Basic and diluted⁽²⁾ weighted average number of shares outstanding			28,596,238			28,536,427			28,555,716			28,555,335			28,480,522			28,440,355			27,646,025			24,639,351
Total Assets			49,818			51,828			56,102			55,371			54,988			59,815			62,268			40,248

(1): Basic loss per share is calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period. For all periods presented, the net loss available to shareholders equates to the net loss. The diluted loss per share does not differ from the basic loss per share as outstanding dilutive instruments are anti-dilutive.
(2): Excludes the effect of all options and warrants that are anti-dilutive for all periods presented.

Historically, our operating results have fluctuated on a quarterly basis and we expect that quarterly financial results will continue to fluctuate in the future. Fluctuations in results relate to the growth in our revenue, and the project nature of the network installations of our end-customers. In addition, results may fluctuate as a result of the timing of staffing, infrastructure additions required to support growth, and material costs required to support design initiatives.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Each prospective investor should read the following in conjunction with the "Summary Consolidated Financial Information" section of this short form prospectus and DragonWave's Financial Statements which are contained elsewhere, and are incorporated by reference, in this short form prospectus. Our consolidated financial statements have been prepared in accordance with Canadian GAAP. A reconciliation of the significant differences between Canadian GAAP and U.S. GAAP is presented in note 20 to DragonWave's Financial Statements. The forward-looking statements in this discussion regarding our industry, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion include numerous risks and uncertainties, as described in the "Risk Factors" and "Caution Regarding Forward-Looking Statements" sections of this short form prospectus. Our actual results may differ materially from those contained in any forward-looking statements. Each prospective investor should read this discussion completely and with the understanding that our actual future results may be materially different from what we expect.

This Management's Discussion and Analysis of Financial Condition and Results of Operations presents information contained in our publicly disclosed documents and, in particular, information contained in our management's discussion and analysis of consolidated results of operations and financial condition for the three months ended May 31, 2009 dated July 14, 2009, and our management's discussion and analysis of consolidated results of operations and financial conditions for the year ended February 28, 2009 dated May 7, 2009, which are incorporated by reference in this short form prospectus.

Three Month Period Ended May 31, 2009

See "Selected Consolidated Financial Information" for summary consolidated financial information for the three month period ended May 31, 2009.

Overview

We are a foremost industry innovator that designs, develops and manufactures carrier-grade microwave equipment offering high-capacity broadband wireless systems for network operators and service providers worldwide. We deliver native Ethernet wireless point-to-point backhaul networks for the transport of voice, video and data.

On May 1, 2009, we made an announcement relating to the significant increase in order activity attributed to an existing customer in North America. Further, we released a business update on May 7, 2009 that articulated our expectation that our 2010 fiscal year would be a "break out" year for us as a result of the growth in sales we expect during the fiscal year. The three month period ended May 31, 2009 was shaped by this surge, with a record quarterly revenue of $16.0 million representing growth of 49% year over year. Underpinning this increase was a significant effort by our operations team to successfully adjust our output levels by working with our suppliers to respond to changing demand. Margin remained at 34.5%, consistent with the quarterly margin realized in the fourth quarter of our 2009 fiscal year. We continue to execute our cost reduction strategies which will enable us to track back toward higher margins as the fiscal year progresses. Our loss from operations narrowed to $1.2 million, down from $2.5 million as compared to the first fiscal quarter of fiscal year 2008. Our net loss increased from $1.9 million to $2.9 million year over year as a result of a foreign exchange expense of $1.7 million which resulted primarily from the translation of our cash and accounts receivable balances.

Our growth strategy continues to have a dual focus of satisfying the growing demands from our existing customers, coupled with our drive to acquire new service provider customers and distributors around the world. In the three months ended May 31, 2009, we shipped product to 11 new customers, increasing our customer base to more than 260 customers in 57 countries. In our continued bid to offer comprehensive solutions to our customer base, we announced that we had qualified for the Cisco Technology Developer Program which connects Cisco Systems Inc. with third-party developers of hardware and software to deliver tested interoperable solutions to joint customers. We also announced that our cost effective Horizon Compact solution was selected for Connecteo's network throughout Western Africa.

We continue to focus on improving our margins by reducing the cost of our products. Our strategy to achieve this objective includes increased outsourcing from low-cost manufacturing locations in Asia. Further, we will migrate certain time intensive manufacturing functions to contract manufacturers better able to scale output for high volumes. In addition to the cost benefits we anticipate from changing our sources of supply, and the location of manufacturing, we anticipate that high volume orders will enable us to achieve price discounts for many of our raw materials.

Revenue and Expenses

We distribute our products and services through a combination of direct and indirect sales channels. In the service provider market, our direct sales efforts target customers worldwide implementing or planning networks, and include marketing to prospective customers where spectrum is being sold in anticipation of a network build. The sales cycle to this class of customer typically involves a trial (or trials), and generally requires nine to twelve months from first contact before we receive orders. Once the order stage is reached, we usually establish a supply agreement and process multiple orders under one master supply arrangement. We address the remainder of the market through a network of distributors, VARs and OEMs, leveraging the market specific expertise of these channel partners.

We evaluate revenue performance over three main geographic regions. These regions are North America, EMEA and the rest of the world ("ROW"). The following chart sets out the portion of new customers and existing customers we shipped to in the first quarter of fiscal year 2010.

Number of Customers Shipped to in the Quarter Ended
May 31, 2009

The chart above demonstrates our continued push to expand our international reach. In order to achieve our globalization objective, we continue to hire new sales and customer support representatives, and invest in certifications and product variants that enable our products to be marketable across a spectrum of regions.

Our manufacturing strategy continues to center on the utilization of outsourced manufacturing to meet the increasing demand for our products worldwide. As such, a large component of our cost of sales is the cost of product purchased from outsourced manufacturers. In addition to the cost of product payable to outsourced manufacturers, we incur expenses associated with final configuration, testing, logistics and warranty activities. Final test and assembly is carried out on our premises. We primarily use the services of two outsourced manufacturers. One of those manufacturers is BreconRidge. BreconRidge is related to us because one of our directors, Terence Matthews, holds a significant equity position in both DragonWave and BreconRidge. We believe that the commercial terms of our arrangement with BreconRidge reflect fair market terms and payment provisions.

Our R&D costs relate mainly to the compensation of our engineering group and the material consumption associated with prototyping activities.

Our selling and marketing expenses include the remuneration of sales staff, travel and trade show activities, and customer support services.

Our general and administrative expenses relate to the remuneration of related personnel, and professional fees associated with tax, accounting and legal advice, and insurance costs.

Our occupancy and information systems costs are related to our leasing costs and communications networks and are accumulated and allocated, based on headcount, to all functional areas in our business. Our facilities are leased from a related party that is controlled by Terence Matthews, one of our directors and a shareholder of DragonWave. We believe the terms of the lease reflect fair market terms and payment provisions.

As a consequence of being a publicly traded company the federal portion of investment tax credits earned by us are no longer refundable but are still available to us to reduce future cash taxes payable. There remains a refundable provincial investment tax credit available to us.

We conduct the majority of our business transactions in two currencies, U.S. dollars and Canadian dollars. Most of our sales and cost of sales are denominated in U.S. dollars. Since our headquarters are located in Canada, the majority of our operating expenses (including salaries and operating costs but excluding cost of sales) are denominated in Canadian dollars. The majority of the proceeds from our initial public offering in April 2007 and follow-on offering in September 2007 were received by us in Canadian dollars. This supply of Canadian currency significantly reduces the requirement for us to purchase Canadian dollars to pay Canadian based expenses for the foreseeable future. The expense or gain in our consolidated statements of operations is driven largely by the requirement to translate U.S.-based cash deposits and accounts receivable into Canadian dollars.

Comparison of the three months ended May 31, 2009 and May 31, 2008

Revenue

Three Months Ended

May 31, 2009		May 31, 2008
C$ (in thousands)		C$ (in thousands)
(unaudited)
	15,950		10,725

Our revenue increased by 49% or $5.2 million for the three months ended May 31, 2009 compared with the same period in the previous fiscal year.

Changes to Revenue: Three months ended May 31, 2009 vs Three months ended May 31, 2008

	C$ (in thousands)

	(unaudited)
Existing customers: regional carriers and internet service providers, primarily in North America		4,400
Existing customers: distributors and VARS globally		900
New customers (Middle East, Europe, Turkey)		200
External engineering services contracts		(300	)

		5,200

The table below shows the first quarter regional revenue breakdown. The impact of the growth in demand from an existing carrier in North America is evident in the 59% increase in North America. The 25% growth in EMEA was driven by regional carrier demand primarily in Pakistan.

	Three Months Ended

	May 31, 2009			May 31, 2008
	C$ (in thousands)			C$ (in thousands)
	(unaudited)
North America		12,852	80%		8,059	75%
Europe, Middle East & Africa		3,027	19%		2,416	23%
Rest of World		71	1%		250	2%

		15,950	100%		10,725	100%

Gross Margin

Three Months Ended

May 31, 2009		May 31, 2008
C$ (in thousands)		C$ (in thousands)
(unaudited)
	5,510		4,381
	34.5%		40.8%

In the three months ended May 31, 2009, our gross margin remains at a level consistent with both the third and fourth fiscal quarter of our 2009 fiscal year (third quarter of fiscal 2009; 34.6% and fourth quarter of fiscal 2009; 34.7% — before the AirPair provision). The factors which continue to have an impact on our gross margin center on pricing pressures and product mix factors which we experienced through this period. Relative to the three months ended May 31 2008, these factors combined to reduce margin by approximately 6%. We are in the process of securing a supply of raw materials which will assist us in reducing our material costs, in part as a result of the higher volumes being ordered, and in part because of a change in the sources of supply. In addition, through our 2010 fiscal year, we will be migrating labour intensive final test and assembly processes to the contract manufacturers, which is expected to help reduce our variable overhead and labour costs.

Research and Development

Three Months Ended

May 31, 2009		May 31, 2008
C$ (in thousands)		C$ (in thousands)
(unaudited)
	3,024		3,131

R&D expenses decreased by $0.1 million in the three months ended May 31, 2009 when compared with the same period in the previous fiscal year. The restructuring actions which were announced on the first day of the fourth quarter of our 2009 fiscal year had the effect of reducing our number of R&D resources. As a result, lower compensation related charges, and costs associated with external contractors were primary contributors to the lower spending. (Positive variance: $0.2 million). In addition, lower project spending on software when compared to the three months ended May 31, 2008 was also partly responsible for the improvement. (Positive variance: $0.2 million). Offsetting these savings were the decreased recoveries generated from external contract billings in comparison to the three months ended May 31, 2008. When revenue is recognized on these contracts the associated costs are removed from R&D and recognized in cost of goods sold. (Negative variance: $0.3 million).

Sales & Marketing

Three Months Ended

May 31, 2009		May 31, 2008
C$ (in thousands)		C$ (in thousands)
(unaudited)
	2,539		2,624

Our sales and marketing expenses decreased slightly in the three months ended May 31, 2009 relative to the same period in the previous fiscal year.

Higher variable compensation costs which contributed to increased spending quarter over quarter ($0.2 million) were offset by travel related reductions and sales promotion activity decreases. Travel and other sales spending decisions have been closely monitored and alternatives to travel, for example, have been encouraged as part of the ongoing efforts to control spending.

General & Administrative

Three Months Ended

May 31, 2009		May 31, 2008
C$ (in thousands)		C$ (in thousands)
(unaudited)
	1,231		1,130

General and administrative expenses increased by $0.1 million for the three months ended May 31, 2009 when compared to the same period in the previous fiscal year.

The $0.1 million increase in spending can be attributed to higher compensation costs quarter over quarter. Two factors contributed to this growth: an increase in the resources required to administer the "new product" introduction process as well as supply chain management functions in addition to variable compensation spending.

Investment Tax Credits

Three Months Ended

May 31, 2009			May 31, 2008
C$ (in thousands)			C$ (in thousands)
(unaudited)
	(60	)		(50	)

In the three months ended May 31, 2009 we continued to accrue an amount related to the refundable portion of the investment tax credits available in the province of Ontario. There has been no significant change in the value in the three months ended May 31, 2009 over the amount accrued in the same period in the previous fiscal year.

Interest Income (Expense), Net

	Three Months Ended

	May 31, 2009			May 31, 2008
	C$ (in thousands)			C$ (in thousands)
	(unaudited)
Interest income		34			254
Interest expense		(7	)		(9	)

		26			245

Interest income is calculated on our guaranteed short-term investment and certain cash deposits. We value the investment at market value. Interest expense is paid on our line of credit at prime plus 1.75%.

Foreign Exchange Gain (Loss)

Three Months Ended

May 31, 2009			May 31, 2008
C$ (in thousands)			C$ (in thousands)
(unaudited)
	(1,686	)		268

Our foreign exchange loss recognized in the three months ended May 31, 2009 resulted from the increasing strength of the Canadian dollar relative to the U.S. dollar over the three month period. The loss is created when U.S. denominated monetary assets are translated into Canadian dollars at the balance sheet date.

Liquidity and Capital Resources

As at May 31, 2009, we had a credit line in place with a major U.S.-based bank which allows borrowing to support working capital requirements of up to U.S.$10.0 million and capital expenditure requirements of up to U.S.$3.0 million.

The table below outlines selected balance sheet accounts and key ratios:

	As at May 31, 2009		As at February 28, 2009

	C$ (in thousands, except as to working capital ratio, days sales outstanding and inventory turnover)
	(unaudited)		(audited)
Key Balance Sheet Amounts and Ratios:
Cash and cash equivalents		21,975		8,504
Short-term investments		—		14,994
Working capital		37,700		40,619
Long term assets		2,965		2,676
Long term liabilities		—		—
Working capital ratio		5.1:1		5.8:1
Days sales outstanding in accounts receivable		59 days		76 days
Inventory turnover		4.1 times		2.3 times

Commitments as at May 31, 2009

Future minimum operating lease payments as at May 31, 2009 per fiscal year are as follows:

Fiscal Year		C$ (in thousands)

2010			643
2011			679
2012			512
2013			77
Thereafter			12

Total			1,923

In addition to the above, on December 1, 2008, we issued a letter of credit to support a guarantee with a European bank. The guarantee expires on April 30, 2010 and has an amount of up to 860,000 Euros. We are selling equipment to an integrator who will resell the equipment to a service provider. We will be required to fulfill our obligations under the guarantee in the event that the service provider defaults on its obligations to the bank. We have recourse against the integrator in the event that the guarantee is exercised.

Cash and Cash Equivalents and Short-term Investments

As at May 31, 2009, we had $22.0 million in cash and cash equivalents and short-term investments, representing a $1.5 million decrease from the $23.5 million in cash and cash equivalents and short-term investments we had at February 28, 2009. The cash outflow in the three months ended May 31, 2009 was due to a number of factors. The net loss of ($2.3) million (adjusted for non-cash items) was the largest usage of cash, followed by the acquisition of property and equipment ($0.6 million). Offsetting these cash draws were changes in the non-cash working capital items ($1.4 million), driven by the reduction in our inventory levels.

Working Capital

	February 28, 2009 to May 31, 2009

	C$ (in thousands)
	(unaudited)
Changes in working capital
Cash and cash equivalents and short-term investments		(1,523	)
Accounts receivable		735
Other receivables		(80	)
Inventory		(1,705	)
Prepaid expenses		274
Line of credit		55
Accounts payable and accrued liabilities		(1,004	)
Deferred revenue		329

Net change in working capital		(2,919	)

We calculate working capital as the difference between our current assets and current liabilities. Our working capital balance decreased by $2.9 million between February 28, 2009 and May 31, 2009. The decrease in our cash and cash equivalents and short-term investments had a significant impact, as did the decrease in our inventory balances. Growth in the accounts receivable balance was offset by the growth in accounts payable and accrued liabilities amounts.

We evaluate days sales outstanding ("DSO") by determining the number of days of sales in the ending accounts receivable balance with reference to the most recent monthly sales, rather than average yearly or quarterly values. The DSO in accounts receivable as at May 31, 2009 was 59 days. This calculation was 17 days lower than the DSO of 76 days at February 28, 2009. The favourable DSO performance relates to strong collection efforts and timely receipt of carrier payments. Inventory turnover for May 31, 2009 was 4.1 times for the period then ended, an improvement to that experienced at February 28, 2009. Turnover is calculated with reference to the most recent monthly standard cost of goods sold and is based on the period ending inventory balance of production related inventory (net of labour and overhead allocations). We will be continuing to pursue a variety of actions with the objective of reducing inventory levels and improving turnover going forward.

Cash Inflows and Outflows

	Three Months Ended

	May 31, 2008			August 31, 2008			November 30, 2008			February 28, 2009			May 31, 2009
	C$ (in thousands)
	(unaudited)
Beginning Cash and Cash Equivalents (including Short-term investments)		33,459			31,002			27,697			25,220			23,498
Net loss		(1,941	)		(1,677	)		(221	)		(2,150	)		(2,883	)
Non cash items		391			408			446			451			545
Changes in working capital		(740	)		(1,711	)		(2,625	)		79			1,451
Investing activities		(323	)		(347	)		(136	)		(117	)		(592	)
Financing activities		156			22			59			15			(44	)
Ending cash		31,002			27,697			25,220			23,498			21,975
Total cash used		(2,457	)		(3,305	)		(2,477	)		(1,722	)		(1,523	)

As at May 31, 2009, our cash utilization has continued to decline over the past four quarters.

Cash Used in Operating Activities

Our net loss, excluding non cash items, was $2.3 million in the three months ended May 31, 2009. Our usage of cash was offset by the changes in working capital. Our inventory levels decreased between February 28, 2009 and May 31, 2009 and new inventory purchased within the quarter was still in accounts payable and accrued liabilities.

Purchase of Capital Asset

In the three months ended May 31, 2009 we invested in capital equipment to support engineering programs as well as the capacity requirements associated with the increase in sales demand. In the fiscal quarter spending on capital equipment used $0.6 million in cash resources.

Liquidity and Capital Resource Requirements

Based on our recent performance, current revenue expectations, and the funds raised through the financing activities during our 2009 fiscal year, as at May 31, 2009 we believe cash resources will be available to satisfy our working capital needs at least until May 31, 2010.

Off-Balance Sheet Arrangements

As discussed above under "Our Business — Operations and Facilities", we lease space for our headquarters in Ottawa, Ontario, Canada. Our R&D, services and support, and general and administrative groups operate from our headquarters. We also lease warehouse space in Ottawa, Ontario, Canada. The building lease and the warehouse lease expire in November, 2011. We lease additional warehouse space on a month by month basis. Our rental costs including operating expenses total $71,650 per month. In April, 2008 we signed a lease agreement in England. The lease expires in April, 2013 and rental costs including operating costs total $6,349 per month. See "Operations and Facilities".

We use an outsourced manufacturing model whereby most of the component acquisition and assembly of our products is executed by third parties. Generally, we provide the supplier with a purchase order 90 days in advance of expected delivery. We are responsible for the financial impact of any changes to the product requirements within this period.

Transactions with Related Parties

We lease premises from a real estate company controlled by one of our directors, Terence Matthews. During the three months ended May 31, 2009 and the year ended February 28, 2009, we paid $0.2 million and

$0.8 million respectively (three months ended May 31, 2008 — $0.2 million; year ended February 29, 2008 — $0.8 million), relating to the rent and operating costs associated with this real estate. We have allocated these amounts among our various expense accounts.

We also purchased products and services from two companies controlled or significantly influenced by Mr. Matthews (BreconRidge and Wesley Clover Corporation). Total net product and services purchased for the three months ended May 31, 2009 and the year ended February 28, 2009 were $2.3 million and $14.3 million respectively (three months ended May 31, 2008 — $3.6 million; year ended February 29, 2008 — $14.9 million), and the value owing for net purchases at May 31, 2009 was $0.4 million (fiscal year ended February 28, 2009 — $1.4 million; year ended February 29, 2008 — $1.0 million) and is included in accounts payable and accrued liabilities. The majority of the purchases have been recorded in inventory and ultimately in cost of sales.

Interest expense paid to a related party for a convertible debenture for the three months ended May 31, 2009 and the year ended February 28, 2009 was $nil and $nil respectively (fiscal year ended February 29, 2008 — $0.1 million).

All transactions are in the normal course of business and have been recorded at the exchange amount.

Description of Credit Facilities

Bank Line of Credit

As at May 31, 2009, we had drawn $0.6 million (fiscal year ended February 28, 2009 — $0.6 million), on an operating credit facility with a limit of U.S.$10.0 million (fiscal year ended February 28, 2009 — $5 million). Interest is calculated at the bank's prime rate of interest plus 1.75% (fiscal year ended February 28, 2009 — 1%) and resulted in a weighted average effective rate of 3.92% (three months ended May 31, 2008 — 6.22%; year ended February 28, 2009 — 5.44%). The draw on the line of credit is denominated in both Canadian and U.S. currencies. An additional U.S.$1.5 million has been reserved against the operating line of credit to secure letters of credit to support performance guarantees. We have provided a general security agreement on all of our assets, including accounts receivable. We were in compliance with the financial covenants included in the lending agreement as at May 31, 2009.

We also hold a capital expenditure facility with a limit of U.S.$3 million (fiscal year ended February 28, 2009 — $nil).

Controls and Procedures

In compliance with the Canadian Securities Administrators' National Instrument 52-109 — Certification of Disclosure in Issuers' Annual and Interim Filings, we have filed certificates signed by our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") that, among other things, report on the design and effectiveness of disclosure controls and procedures and the design and effectiveness of internal controls over financial reporting. These reports were filed for the three months ended May 31, 2009 and the twelve months ended February 28, 2009.

Critical Accounting Policies and Estimates

Inventory

We value inventory at the lower of cost and market. We calculate the cost of raw materials on a standard cost basis, which approximates average cost. Market is determined as net realizable value for finished goods, raw materials and work in progress. Indirect manufacturing costs and direct labour expenses are allocated systematically to the total production inventory.

Revenue recognition

vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where final acceptance of the product is specified by the customer, revenue is deferred until acceptance criteria have been met. Additionally, our business agreements may contain multiple elements. Accordingly, we are required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, we allocate revenue to each component of the arrangement using the residual value method, based on vendor-specific objective evidence of the fair value of the undelivered elements. These elements may include one or more of the following: advanced replacement, extended warranties, training, and installation. We allocate the arrangement fee, in a multiple-element transaction, to the undelivered elements based on the total fair value of those undelivered elements, as indicated by vendor-specific objective evidence. This portion of the arrangement fee is deferred. The difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple element arrangement and, therefore, we would allocate the corresponding revenue among the various components, as described above.

We generate revenue through direct sales and sales to distributors. Revenue on stocking orders sold to distributors is not recognized until the end-user is identified.

We evaluate arrangements that include services such as training and installation to determine whether those services are essential to the functionality of other elements of the arrangement. When services are considered essential, revenue allocable to the other elements is deferred until the services have been performed. When services are not considered essential, the revenue allocable to the services is recognized as the services are performed.

We recognize revenue associated with extended warranty and advanced replacement rateably over the life of the contract.

We recognize revenue from engineering services or development agreements according to the specific terms and acceptance criteria as services are rendered.

We accrue estimated potential product liability as warranty costs when revenue on the sale of equipment is recognized. We calculate warranty costs on a percentage of revenue per month based on current actual warranty costs and return experience.

We record shipping and handling costs borne by us in costs of sales. Shipping and handling costs charged to customers are recorded as revenue, if billed at the time of shipment. Costs charged to customers after delivery are recorded in cost of sales.

Research and development

Our research costs are expensed as incurred. Our development costs other than property and equipment are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to establishment of technological feasibility do not meet these criteria, and are expensed as incurred. Government assistance and investment tax credits relating to ongoing R&D costs are recorded as a recovery of the related R&D expenses, where such assistance is reasonably assured.

Foreign currency translation

Our U.S. subsidiary, DragonWave Corp., is considered financially and operationally integrated and is translated into Canadian dollars using the temporal method of translation: monetary assets and liabilities are translated at the period end exchange rate, non-monetary assets are translated at the historical exchange rate, and revenue and expense items are translated at the average exchange rate. Gains or losses resulting from the translation adjustments are included in our income.

Income taxes

We follow the liability method in accounting for income taxes. Under this method, current income taxes are recognized based on an estimate of the current year. Future tax assets and liabilities are recorded for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements. The future benefit of losses available to be carried forward, and likely to be realized are measured using the substantively enacted tax rate in effect at the time in which the losses will be utilized. A valuation allowance is recorded when it is more likely than not that the benefit of the future income tax asset will not be realized.

Future Accounting Changes

In 2006, Canada's Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by public companies, being evolved and converged with International Financial Reporting Standards ("IFRS") over a transitional period to be complete by 2011 (Q1 FY2012). We will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Canadian GAAP will be converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States' Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by Canada's Accounting Standards Board and may be introduced in Canada before the complete changeover to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the complete changeover to IFRS. The International Accounting Standards Board currently has projects underway that should result in new pronouncements that continue to evolve IFRS.

Transition to IFRS

We will be required to report consolidated year end financial statements under IFRS for the first time on February 28, 2012. We are aware of the magnitude of the effort involved to succeed in such a transition and have begun the process to prepare for this eventuality.

We will start on the conversion plan in the first half of our 2010 fiscal year with the help of an external advisor. The project consists of three phases to be completed in order to change over to IFRS: diagnostic, development and implementation.

The first phase includes the identification of significant differences between the current Canadian GAAP standards and IFRS that are relevant to us and a review of the alternatives available upon adoption. We will perform a diagnostic review and establish the most significant differences applicable to us. Canadian GAAP and IFRS differ in the following areas: revenue recognition, property and equipment, leases, provisions, reporting currency, presentation and additional disclosure requirements under IFRS. Additional differences might be identified in the future as changes to IFRS standards are released.

The second phase includes identification, evaluation and selection of accounting policies necessary for us to change over to IFRS as well as potential first-time adoption exemptions. During this phase, we will assess the impact of the transition on the data system and internal control over financial reporting, the further training required for the financial team and the impact on business activities such as foreign currency, capital requirements, banking agreements or compensation arrangements. We will begin this phase in the third and fourth fiscal quarters of our 2010 fiscal year.

The implementation phase will integrate all the solutions into our financial system and processes that are necessary for us to convert to IFRS.

Fiscal Year Ended February 28, 2009

See "Selected Consolidated Financial Information" for summary consolidated financial information for the fiscal year ended February 28, 2009.

Overview

We entered our 2009 fiscal year with a strategy to continue our thrust to grow revenue, expand internationally, penetrate new customers, and improve margin. The fiscal 2009 year end results show that we attained revenue growth of 7% over our previous fiscal year. Two main factors constrained our revenue from growing faster during our 2009 fiscal year. The first was the announcement of a business combination of two of our service provider customers in North America (Clearwire and Sprint Nextel Corp.) that resulted in purchases from both customers being curtailed as regulatory approval was pursued and the combination was completed. The combination of these two broadband businesses was completed successfully at the end of November, 2008 and the transaction included an injection of U.S.$3.2 billion. The second factor constraining our growth was the effect of the macroeconomic instability the world was experiencing which had the impact of changing some customer buying patterns to conserve cash. On the international expansion front, our revenue from outside North America increased by 6% year over year. The dampening effect of the financial market situation was most noticeable in Europe, with the Middle East market reflecting less of an impact. Our new customer acquisition was strong with 55 new customers during our 2009 fiscal year bringing our customer base to more than 250 customers worldwide, in 56 countries. Our value proposition for our Horizon product family with its carrier-class performance, low power consumption, and indoor and outdoor configurations was an important determinant of our new customer wins. Our gross margin was 34% in our 2009 fiscal year versus 38% in our 2008 fiscal year. Half of this decline in our gross margin is a result of an excess inventory charge of $1.0 million being taken in the fourth quarter of our 2009 fiscal year. This provision recognizes material that has become excess based on the rapid success of our Horizon product platform. The other half of the decline was a combination of product mix shifting to an average of lower capacity products, some one-time costs associated with a new service provider win, and higher freight costs. Overall, we have remained healthy and are now well positioned to address opportunities in our 2010 fiscal year.

Several important customer announcements during our 2009 fiscal year highlighted the scale and geographic distribution of the new wins. In the Latin American region, M3 Wireless Ltd. of Bermuda announced its intention to use our equipment for backhaul in its network and we were pleased to have Brightstar Corp. sign on as a new distributor in the Caribbean. In Europe, Altitude Infrastructure Exploitation, a subsidiary of Altitude, selected our products to provide high-capacity Ethernet backhaul as part of its rollout of WiMAX broadband services across France. A win in Italy was also announced where LINKEM, one of that country's largest broadband service providers, selected our Horizon Compact for its new WiMAX network. Pakistan has become one of our most active markets, and our recently announced win with wi-tribe Pakistan Limited, a WiMAX service provider in the country, has further strengthened our presence there.

One of the most significant shifts in our product mix in our 2009 fiscal year was the swing toward our Horizon product family. By the fourth quarter of our 2009 fiscal year, greater than 80% of all orders received were for either Horizon Compact or Horizon Duo, and we expect this trend to continue. We are very pleased with the market's adoption of our Horizon line of products and believe that we will continue to gain traction in the backhaul market. The low projected demand for our AirPair products, however, has necessitated an examination of our existing inventory levels for AirPair specific components. The total value of the inventory provision recorded in the fourth quarter of our 2009 fiscal year for excess AirPair inventory is $1.0 million. A significant portion of this provision relates to two critical components we secured as part of a last time buy agreement in 2005 ($0.9 million).

Within the context of limited revenue growth and visibility in our 2009 fiscal year, our focus was on cost control. Although we consciously expended certain costs to achieve new large customer wins, where possible we took aggressive steps to find new sources of supply, and re-think shipping methods. In an environment of intense pricing pressure, higher fuel surcharges, and increased overhead and labour costs associated with the early stage production of our Horizon products, we were able to limit margin erosion to 2% before the excess inventory provision.

Overall gross margin before the excess inventory margin was 36.1% (fiscal year 2009 gross margin after AirPair provision: 33.8%; fiscal year 2008 gross margin: 38.2%).

The aggressive cost reduction measures designed to proactively reduce our cost structure were extended to include the elimination of approximately twenty positions from our workforce in the third quarter of our 2009

fiscal year, which reduced our total headcount by close to 13%. We also announced that we would be cancelling our dual listing on AIM, which took effect on January 5, 2009.

We also took the proactive step in our 2009 fiscal year of adopting a Rights Plan designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for our outstanding securities. The Rights Plan is intended to provide our board of directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide our shareholders with adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly and offer fair value, and permits bids that meet certain requirements intended to protect the interests of all our shareholders. For more information, see "Description of Securities Being Distributed — Shareholder Rights Plan".

In our 2010 fiscal year, we plan to continue to attract new customers globally while meeting the growing needs of our existing customer base including service providers, distributors and VARs. We will continue to push down our cost curve with investment in product design, and through global changes to our sources of supply.

Revenue and Expenses

We evaluate revenue performance over three main geographic regions. These regions are North America, EMEA and ROW. The following chart sets out the portion of new customers and existing customers we shipped to in our 2009 fiscal year:

Number of Customers Shipped to in the Year Ended
February 28, 2009

The chart above demonstrates the growing interest in our wireless Ethernet products internationally. To support our globalization initiative, in our 2009 fiscal year, we invested in more sales resources in EMEA, in developing product variants to meet specific country requirements, and in certifying products for sale in new regions. We intend to continue our efforts to increase sales penetration in locations outside of North America in fiscal 2010.

Final test and assembly is carried out on our premises. We primarily use the services of two outsourced manufacturers. One of those manufacturers is BreconRidge. BreconRidge is related to us because one of our directors, Terence Matthews, holds a significant equity position in both DragonWave and BreconRidge. We believe that the commercial terms of our arrangement with BreconRidge reflect fair market terms and payment provisions.

Our R&D costs relate mainly to the compensation of our engineering group and the material consumption associated with prototyping activities.

Our selling and marketing expenses include the remuneration of sales staff, travel and trade show activities, and customer support services.

Our general and administrative expenses relate to the remuneration of related personnel, and professional fees associated with tax, accounting and legal advice, and insurance costs.

Our occupancy and information systems costs are related to our leasing costs and communications networks and are accumulated and allocated, based on headcount, to all functional areas in our business. Our facilities are leased from a related party that is controlled by Terence Matthews, one of our directors and also one of our shareholders. We believe the terms of the lease reflect fair market terms and payment provisions.

For the period from March 1, 2007 until our initial public offering on April 19, 2007, DragonWave was classified as a Canadian controlled private corporation ("CCPC"). By virtue of being a CCPC, we claimed and received a partial cash refund relating to qualified R&D expenditures from the Canadian federal and provincial governments. The cash refundable amount was estimated by management each year and is reflected in our financial statements as a reduction to our expenses. As a consequence of our ceasing to be a CCPC, the federal portion of investment tax credit we earn will no longer be refundable but will still be available to us at a reduced rate to reduce our future cash taxes payable. There is still a refundable provisional investment tax credit available to us.

We conduct the majority of our business transactions in two currencies, U.S. dollars and Canadian dollars. Most of our sales and cost of sales are denominated in U.S. dollars. Since our headquarters are located in Canada, the majority of our operating expenses (including salaries and operating costs but excluding cost of sales) are denominated in Canadian dollars. The majority of the proceeds from our initial public offering in April, 2007 and follow-on offering in September, 2007 were received by us in Canadian dollars. This supply of Canadian currency significantly reduces the requirement for us to purchase Canadian dollars to pay Canadian based expenses for the foreseeable future. The requirement to sell U.S. currency and purchase Canadian dollars in the past exposed us to fluctuations in the Canadian and U.S. dollar exchange rates.

Comparison of the years ended February 28, 2009 and February 29, 2008

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	43,334		40,404

Revenue increased by 7.3% or $2.9 million for the year ended February 28, 2009 compared with the year ended February 29, 2008.

Changes to Revenue; Fiscal Year Ended February 28, 2009 vs. Fiscal Year Ended February 29, 2008



New customers: EMEA (primarily a regional carrier in Pakistan; VAR in Italy)	3.5
New customers: China and ROW	1.9
New customers: North America (primarily from new VARs)	1.2
Existing customers: EMEA (Primarily the timing of completion of projects in Germany/Spain)	(3.6	)
Existing customers: North America & ROW	(0.1	)

	2.9

The table below, shows the fourth quarter and total year breakdown by region, and reveals the impact by region of the factors described above.

	Year Ended

	February 28, 2009			February 29, 2008
	C$ (in thousands)			C$ (in thousands)
North America		29,641	69%		28,065	70%
Europe, Middle East & Africa		11,334	26%		11,382	28%
Rest of World		2,359	5%		957	2%

		43,334	100%		40,404	100%

Gross Profit

	Year Ended

	February 28, 2009		February 29, 2008
	C$ (in thousands)		C$ (in thousands)
Gross Margin before Airpair inventory provision		15,647		15,424
		36.1%		38.2%
Less: Airpair inventory provision		996		0

Gross profit		14,651		15,424
		33.8%		38.2%

Our examination of the 2.1% margin percentage change when comparing our 2009 fiscal year to our 2008 fiscal year reveals the impact of a number of pressures on our business. Once again, labour and overhead costs associated with the final test and assembly for our Horizon product line are higher than our more mature AirPair product line and these higher costs had a 1% impact on our gross margin. Our shift to suppliers located in China and our utilization of a contract manufacturer in the United States resulted in higher freight costs and this reduced margin by approximately 1% in the fiscal year as well. We continue to take significant steps to reduce the material costs of our products through design modifications and changes to our sources of supply. We are employing strategies to minimize the impact of transportation costs and overhead and we expect the labour costs associated with the early phases of producing Horizon Compact and Horizon Duo to decline with experience and the migration of a greater portion of the process to contract manufacturers. The AirPair inventory provision had a 2.3% impact on margin for the fiscal year.

Research and Development

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	10,628		10,378

Our R&D expenses increased by $0.3 million for our 2009 fiscal year when compared with our 2008 fiscal year.

Our R&D organization grew in the first three quarters of our 2009 fiscal year and this growth fuelled a $0.4 million increase in compensation related charges relative to the compensation costs in our 2008 fiscal year. In addition, depreciation expenses on recently purchased test equipment and related costs added $0.2 million to the R&D costs base year over year. We offset these increases with lower material spending, which decreased by $0.3 million. Our material spending for prototype builds increases or decreases in response to the timing of product releases. Our Horizon Compact and Duo products were released in our 2008 fiscal year and early in our 2009 fiscal year respectively and, therefore, the material spending in support of these releases was higher in our 2008 fiscal year than it was in our 2009 fiscal year.

Sales & Marketing

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	10,649		8,858

Our sales and marketing expenses increased by $1.8 million for our 2009 fiscal year relative to our 2008 fiscal year. We took active steps in our 2009 fiscal year to increase the number of sales and support personnel internationally. In addition, we successfully recruited new marketing and product line management team members. Our compensation costs including variable compensation was therefore the primary contributor to higher spending levels in our 2009 fiscal year (fiscal year 2009 — $1.1 million higher). The costs associated with supporting foreign offices increased year over year as well (fiscal year 2009 — $ 0.3 million higher). Travel related spending for the fiscal year increased by $ 0.4 million.

General & Administrative

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	4,079		3,885

General and administrative expenses increased $0.2 million for our 2009 fiscal year when compared to our 2008 fiscal year. An examination of our total year spending indicates that $0.2 million higher stock option compensation expenses were a contributor to the year over year variance. Stock option compensation expense is not cash impacting. A higher bad debt provision associated with a specific account in the Middle East contributed $0.2 million to the increase which was offset by lower commodity and capital tax provisions (lower by $0.2 million).

Investment Tax Credits

Year Ended

February 28, 2009			February 29, 2008
C$ (in thousands)			C$ (in thousands)
	(82	)		(492	)

Investment tax credits declined by $0.4 million for our 2009 fiscal year. We were eligible to claim both federal and provincial refundable investment tax credits for the first 49 days of our 2008 fiscal year, until April, 2007. After that date our status as a CCPC ended and the federal portion of the refundable investment tax credits ceased to be available. While we will continue to be eligible to claim investment tax credits to reduce future tax liabilities, only the provincial portion of the credit remains refundable.

Restructuring Expenses

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	501		nil

During the third quarter of our 2009 fiscal year, we implemented a restructuring plan aimed at reducing our operating expenses due to the uncertainty in some of our markets arising from global financial conditions.

Restructuring charges related to severance costs and other cost reduction measures were $0.5 million and $0.04 million respectively. Other costs include both legal and contract termination costs. All restructuring costs were recognized in the year ended February 28, 2009. The greater part of all cash disbursements related to these restructuring costs took place during the three month period ending February 28, 2009.

Interest Income (Expense) Net

	Year Ended

	February 28, 2009			February 29, 2008
	C$ (in thousands)			C$ (in thousands)
Interest income		693			1,109
Interest expense		(35	)		(203	)

		(658	)		(906	)

The decreasing principal as well as the decrease in the prime lending rate has resulted in lower interest income values. The line of credit balance in its native currency has remained unchanged for the last five fiscal quarters, which resulted in no significant variance in interest expense. In our 2008 fiscal year, prior to receiving the proceeds from our initial public offering on April 19, 2007, our line of credit balance remained high.

Interest Expense on Debt Component of Redeemable Preferred Shares and Convertible Debt

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	nil		(500	)

Interest accrued on the debt portion of Series A-1 Preferred Shares and Class B Preferred Shares and on the convertible secured subordinated promissory notes (the "Convertible Debt") decreased from $0.5 million for our 2008 fiscal year to $nil for our 2009 fiscal year. Following our initial public offering in April, 2007, the Convertible Debt and redeemable preferred shares were converted into Common Shares and we were no longer required to accrue interest on these debt instruments.

Foreign Exchange Gain (Loss)

Year Ended

February 28, 2009		February 29, 2008
C$ (in thousands)		C$ (in thousands)
	4,514		(1,453	)

Our foreign exchange gains recognized in our 2009 fiscal year result from the increasing strength of the U.S. dollar relative to the Canadian dollar over the course of our 2009 fiscal year. The gain is generated when U.S. denominated monetary assets are translated into Canadian dollars at the balance sheet date.

Liquidity and Capital Resources

As at February 28, 2009, we had a credit line in place with a major U.S.-based bank which allows borrowing to support working capital requirements of up to $5.0 million. The table below outlines selected balance sheet accounts and key ratios:

	Year Ended

	February 28, 2009		February 29, 2008
	C$ (in thousands except as to working capital ratio, day sales and inventory turnover)
Key Balance Sheet Amounts and Ratios:
Cash and cash equivalents		8,504		1,551
Short-term investments		14,994		31,908
Working capital		40,619		45,674
Long term assets		2,676		2,823
Long term liabilities		—		—
Working capital ratio		5.8:1		5.0:1
Days sales outstanding in accounts receivable		76 days		97 days
Inventory turnover		2.3 times		3.2 times

Commitments as at February 28, 2009

Future minimum operating lease payments as at February 28, 2009 per fiscal year are as follows:

Fiscal Year		C$ (in thousands)

2010			909
2011			681
2012			513
2013			78
Thereafter			13

Total			2,194

Cash, Cash Equivalents and Short-term Investments

As at February 28, 2009, we had $23.5 million in cash and cash equivalents plus short-term investments representing a $10.0 million decrease from February 29, 2008. The cash was used in our 2009 fiscal year in a number of ways. First, the net loss of $4.3 million ($5.9 million when adjusted for items in our statements of operations which do not affect cash including $1.1 million in depreciation and $0.6 million in stock based compensation) had a significant impact. While the $5.0 million growth in non-cash working capital was also an important driver, the most significant element in the non-cash working capital increase was the growth in inventory. We continued to invest in critical capital assets in our 2009 fiscal year and this further utilized $0.9 million in cash resources. Offsetting these factors were a number of small financing activities in our 2009 fiscal year including most prominently the exercise of warrants. Together these activities provided $0.3 million to the cash available to us.

Working Capital

	February 29, 2008 to February 28, 2009

	C$ (in millions)
Changes in working capital
Cash and cash equivalents and short-term investments		(9.9	)
Accounts receivable		(0.9	)
Other receivables		(0.4	)
Inventory		3.7
Prepaid expenses		(0.3	)
Line of credit		(0.1	)
Accounts payable and accrued liabilities		3.4
Deferred revenue		(0.5	)

Net change in working capital		(5.0	)

We calculate working capital as the difference between our current assets and current liabilities. Our working capital balance decreased by $5.1 million between February 29, 2008 and February 28, 2009. The decrease in cash and cash equivalents combined with short-term investments had the most significant impact. Decreases in the outstanding accounts receivable balance as well as other receivables was offset by the growth in inventory and the decrease in accounts payable and accrued liabilities amounts.

We evaluate DSO by determining the number of days of sales in the ending accounts receivable balance with reference to the most recent monthly sales, rather than average yearly or quarterly values. The DSO in accounts receivable, as at February 28, 2009 was 76 days. This calculation was 21 days lower than the DSO of 97 days at February 29, 2008. A significant number of customers worldwide are demanding longer payment terms, which is a reflection of the global economic environment at present. This appetite for extended terms is likely to continue to push our days sales outstanding figure higher.

Inventory turnover for February 28, 2009 was 2.3 times for the period then ended, a turnover level similar to that experienced at November 30, 2008. Turnover is calculated with reference to the most recent monthly standard cost of goods sold and is based on the period ending inventory balance of production related inventory (net of labour and overhead allocations). We will be continuing to pursue a variety of strategic directions with their outsourced manufacturers with the objective of reducing inventory levels and improving turnover going forward.

Cash Inflows and Outflows

	Year Ended

	February 28, 2009			February 29, 2008
	C$ (in thousands)			C$ (in thousands)
Cash Inflows (Outflows) by Activity:
Operating activities		(10,356	)		(10,272	)
Investing activities		16,150			(34,182	)
Financing activities		252			45,150
Effect of foreign exchange on bank accounts		907			(479	)
Net cash inflows		6,953			217

Cash Used in Operating Activities

Our net loss accounted for the majority of the usage ($5.9 million), while the increase in non-cash working capital ($5.0 million) accounted for the majority of the remaining difference.

Investing Activities

Capital asset purchases for our 2009 fiscal year were $0.9 million compared to $2.8 million for the same period in our previous fiscal year. In our 2008 fiscal year the significant capital spending level related primarily to the acquisition of test equipment and R&D lab equipment required to meet the changing capability requirements of the new product lines including Horizon Compact and Horizon Duo. This spending declined in our 2009 fiscal year as most of the capability related equipment was already purchased. Spending also occurred to a lesser extent in the desktop and IT infrastructure area to meet the needs of our growing labour force. The maturity of the short-term investment of $17.1 million accounted for the majority of the funds provided by investing activities.

Financing Activities

We experience a limited level of financing activity during or 2009 fiscal year. We received proceeds of $0.2 million due to the issuance of 114,980 Common Shares as a result of our bank exercising three separate warrants. Financing activities in our 2008 fiscal year included the $49.0 million proceeds from our initial public offering and a follow-up offering.

Liquidity and Capital Resource Requirements

Based on our recent performance, current revenue expectations, and the funds raised through the financing activities during our 2009 fiscal year as outlined above, and as at February 28, 2009, we believe cash resources will be available to satisfy our working capital needs for at least until February 28, 2010. See also "Management Discussion and Analysis — Three Months Ended May 31, 2009 — Liquidity and Capital Resource — Liquidity and Capital Resource Requirements".

Off Balance Sheet Arrangements

As discussed above under "Our Business — Operations and Facilities", we lease space for our headquarters in Ottawa, Ontario, Canada. Our R&D, services and support, and general and administrative groups operate from our headquarters. We also lease warehouse space in Ottawa, Ontario, Canada. The building lease expires in November, 2011, while the warehouse lease expires in October, 2009. We lease additional warehouse space on a month by month basis. As at February 28, 2009, our rental costs including operating expenses totalled $63,000 per month. In April, 2008 we signed a lease agreement in England. The lease expires in April, 2013 and rental costs including operating costs total $6,349 per month. See "Our Business — Operations and Facilities".

We use an outsourced manufacturing model whereby most of the component acquisition and assembly of our products are executed by third parties. Generally, we provide the supplier with a purchase order 90 days in advance of expected delivery. We are responsible for the financial impact of any changes to the product requirements within this period.

Transactions with Related Parties

We lease premises from a real estate company controlled by one of our directors, Terence Matthews. During the year ended February 28, 2009, we paid $0.8 million (fiscal year ended February 29, 2008 — $0.8 million), relating to the rent and operating costs associated with this real estate. These amounts have been allocated amongst various expense accounts.

We also purchased products and services from two companies controlled or significantly influenced by Mr. Matthews (BreconRidge and Wesley Clover Corporation). Total net product and services purchased for the year ended February 28, 2009 was $14.3 million (fiscal year ended February 29, 2008 — $14.9 million), and the value owing for net purchases at February 28, 2009 was $1.4 million (fiscal year ended February 29, 2008 — $1.0 million) and is included in accounts payable and accrued liabilities. The majority of the purchases have been recorded in inventory and ultimately in cost of sales.

Interest expense paid to a related party for a convertible debenture issued by us for the fiscal year ended February 28, 2009 was $nil (fiscal year ended February 29, 2008 — $0.1 million).

All transactions are in the normal course of business and have been recorded at the exchange amount.

Description of Credit Facilities

Bank Line of Credit

As at February 28, 2009, we had drawn $0.6 million (fiscal year ended February 29, 2008 — $0.6 million), on an operating credit facility with a limit of $5.0 million (fiscal year ended February 29, 2008 — $5.0 million). Interest is calculated at the bank's prime rate of interest plus 1.0% and resulted in a weighted average effective rate of 5.44% (fiscal year ended February 29, 2008 — 8%). The draw on the line of credit is denominated in both Canadian and U.S. currencies. We have provided a general security agreement on all of our assets, including accounts receivable. We were in compliance with the financial covenants included in the lending agreement as at February 28, 2009.

Controls and Procedures

In compliance with the Canadian Securities Administrators' National Instrument 52-109, we have filed certificates signed by our CEO and our CFO that, among other things, report on the design and effectiveness of disclosure controls and procedures and the design and effectiveness of internal controls over financial reporting. These reports were filed for the twelve months ended February 28, 2009.

Disclosure controls and procedures

Our CEO and our CFO have designed disclosure controls and procedures, or have caused them to be designed under their supervision, in order to provide reasonable assurance that within the time periods specified in securities legislation:

•: material information relating to us has been made known to them; and
•: information required to be disclosed in our filings is recorded, processed, summarized and reported.

An evaluation was carried out, under the supervision of our CEO and CFO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective.

Internal controls over financial reporting

Our CEO and CFO have also designed internal controls over financial reporting as defined under Canadian law, or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with Canadian GAAP.

An evaluation was carried out, under the supervision of our CEO and CFO, of the design and effectiveness of our internal controls over financial reporting. Based on this evaluation, our CEO and CFO concluded that our internal controls over financial reporting are effective.

Changes in internal controls over financial reporting

No changes were made to our internal controls over financial reporting that occurred during our fiscal year 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Critical Accounting Policies and Estimates

Inventory

Revenue recognition

We derive revenue from the sale of our broadband wireless backhaul equipment which includes embedded software and a license to use said software and extended product warranties. We consider software to be incidental to the product. Services range from installation and training to basic consulting. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred and there are no significant remaining vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where final acceptance of the product is specified by the customer, revenue is deferred until acceptance criteria have been met. Additionally, our business agreements may contain multiple elements. Accordingly, we are required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, we allocate revenue to each component of the arrangement using the residual value method, based on vendor-specific objective evidence of the fair value of the undelivered elements. These elements may include one or more of the following: advanced replacement, extended warranties, training, and installation. We allocate the arrangement fee, in a multiple-element transaction, to the undelivered elements based on the total fair value of those undelivered elements, as indicated by vendor-specific objective evidence. This portion of the arrangement fee is deferred. The difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple element arrangement and, therefore, we would allocate the corresponding revenue among the various components, as described above.

We generate revenue through direct sales and sales to distributors. Revenue on stocking orders sold to distributors is not recognized until the end-user is identified.

We recognize revenue associated with extended warranty and advanced replacement rateably over the life of the contract.

We recognize revenue from engineering services or development agreements according to the specific terms and acceptance criteria as services are rendered.

Research and development

Foreign currency translation

Income taxes

Loss per share

Basic loss per share is calculated by dividing net loss available to shareholders by the weighted average number of Common Shares outstanding during the period. For all periods presented, the net loss available to shareholders equates to the net loss. The diluted loss per share does not differ from the basic loss per share as outstanding dilutive instruments are anti-dilutive.

As of February 28, 2009, diluted net loss per share is equal to the basic net loss per share since the effect of exercising 2,075,918 stock options (fiscal year ended February 29, 2008 — 1,604,350) would be anti-dilutive for all periods.

Equity Compensation Plans

We have a Stock Option Plan which is described in note 9 to the DragonWave Financial Statements. We account for stock options granted to employees using the fair value method, in accordance with the recommendations in CICA Handbook section 3870, Stock-based Compensation and Other Stock-based Payments. In accordance with the fair value method, we recognize estimated compensation expense related to stock options over the vesting period of the options granted, with the related credit being charged to contributed surplus.

We launched an employee share purchase plan on October 20, 2008. The plan includes provisions to allow employees to purchase Common Shares. We will match the contribution at a rate of 25%. Proceeds from employees and cost of matching shares are recorded in equity at the time the shares are issued. The shares

contributed by us will vest 12 months after issuance with a corresponding compensation expense recognized into income.

For further information, see "Options and Warrants to Purchase Securities — Equity Compensation Plans".

Changes in Accounting Policies

The CICA has issued the following new Handbook Sections which affect the current period:

a): Handbook Section 3862, "Financial Instruments — Disclosures," applies to fiscal years beginning on or after October 1, 2007. This Section modifies the disclosure standards for financial instruments that were included in Section 3861 "Financial Instruments — Disclosure and Presentation". The new standard requires entities to provide disclosure on a) the significance of financial instruments for the entity's financial position and performance and b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks. We have provided the required disclosure in note 11 to DragonWave's Financial Statements.
b): Handbook Section 3863, "Financial Instruments — Presentation," applies to fiscal years beginning on or after October 1, 2007. This section carries forward the same presentation standards for financial instruments that were included in Section 3861 "Financial Instruments — Disclosure and Presentation".
c): Handbook Section 3031, "Inventories", was issued in March 2007 and replaces Section 3030 "Inventories" effective for fiscal years beginning on or after January 1, 2008. The new section prescribes measurement of inventories at the lower of cost and net realizable value. It provides guidance on the determination of cost, prohibiting the use of the last in, first out method (or LIFO), and requires the reversal of previous write-downs when there is a subsequent increase in the value of inventories. The changes noted above have been incorporated in our 2009 fiscal year financial statements and analysis.
d): Section 1535, "Capital Disclosures", establishes standards for disclosing information about an entity's capital and how it is managed. It describes the disclosure of the entity's objectives, policies and processes for managing capital, the qualitative data about what the entity regards as capital, whether the entity has complied with any capital disclosure requirements, and, if it has not complied, the consequences of such non-compliance.

We are in compliance with the new Handbook Sections mentioned above as of February 28, 2009.

Future Accounting Changes

In 2006, Canada's Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by public companies, being evolved and converged with IFRS over a transitional period to be complete by 2011 (by May 31, 2011). We will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Canadian GAAP will be converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States' Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by Canada's Accounting Standards Board and may be introduced in Canada before the complete changeover to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the complete changeover to IFRS. The International Accounting Standards Board currently has projects underway that should result in new pronouncements that continue to evolve IFRS.

Transition to IFRS

The first phase includes the identification of significant differences between the current Canadian GAAP standards and IFRS that are relevant to us and a review of the alternatives available upon adoption. We will perform a diagnostic review and establish the most significant differences for us. Canadian GAAP and IFRS differ in the following areas: revenue recognition, property and equipment, leases, provisions, reporting currency, presentation and additional disclosure requirements under IFRS. Additional differences might be identified in the future as changes to IFRS standards are released.

The implementation phase will integrate all the solutions into our financial system and processes that are necessary for us to convert to IFRS.

OPTIONS AND WARRANTS TO PURCHASE SECURITIES

The following is a summary description of all of our outstanding options and warrants to purchase our Common Shares.

Equity Compensation Plans

We currently have two equity compensation plans for the benefit of our directors, officers, consultants and employees: our Fourth Amended and Restated Key Employee Stock Option/Stock Issuance Plan (the "Stock Option Plan") and our Employee Share Purchase Plan ("ESPP"), both of which are described in detail in our Management Circular, which is incorporated by reference in this short form prospectus.

The maximum number of Common Shares issued or issuable under the Stock Option Plan is a fixed percentage of 15% of the Common Shares outstanding from time to time. As of September 23, 2009, 4,295,091 Common Shares are reserved for issue under the Stock Option Plan of which 351,493 Common Shares remain available for new grants of options. If this Offering is completed, 1,118,107 additional Common Shares will be available for new grants of options under the Stock Option Plan before the Over-Allotment Option is exercised. If the Over-Allotment Option is fully exercised, an additional 291,877 Common Shares will be available for new grants of options under the Stock Option Plan. In May and June of 2009, certain changes were made to outstanding options granted under the Stock Option Plan to create a more effective incentive to retain and motivate our executives and employees. On May 14, 2009, 'underwater' options to purchase an aggregate of 371,150 Common Shares held by our non-executive employees and consultants were exchanged for newly-granted options with a lower exercise price of $3.38 per share. On June 9, 2009, 'underwater' options to purchase an aggregate of 290,000 Common Shares held by our executive employees were exchanged for newly-granted options with a lower exercise price of $4.45 per share. New options received on the exchange are exercisable for the same number of Common Shares and otherwise have the same terms and conditions as the exchanged options, except that the vesting schedule and expiry date of the new options is extended for a period of one year. On May 7, 2009, the expiry dates of options to purchase an aggregate of 205,600 Common Shares held by non-executive employees was extended for a period of one year. On June 9, 2009, the expiry dates of options to purchase an aggregate of 565,000 Common Shares held by our executives employees was extended for a period of one year. The option exchange and expiry date extension for our executive employees were effected pursuant to amendments to the Stock Option Plan that were approved by our shareholders at a shareholders meeting held on June 9, 2009. For more information, please see our Management Circular, which is incorporated by reference in this short form prospectus.

As at September 23, 2009, the maximum number of Common Shares that may be issued under the ESPP is 489,405.

Warrant Held by QK Investments Inc.

QK Investments Inc. holds a warrant (the "QK Warrant") that entitles the holder to purchase that number of Common Shares equal to the quotient of U.S.$315,000/$15.00 (using a conversion rate based on the nominal noon exchange rate for Canadian dollars as reported by the Bank of Canada two business days prior to the exercise date of the QK Warrant), multiplied by 1.647932. Assuming an exchange rate of $1.00 to U.S.$0.9118 (being the nominal noon exchange rate for Canadian dollars as reported by the Bank of Canada on August 31, 2009), the QK Warrant would be exercisable for 37,954 Common Shares. The exercise price per share of the QK Warrant is equal to the quotient of U.S.$315,000 divided by the number of Common Shares for which the QK Warrant is exercisable (the "QK Exercise Price"). Assuming an exchange rate of $1.00 to U.S.$0.9118, the exercise price per share would be $9.10. The QK Warrant will expire on April 19, 2012. The QK Warrant carries a cashless exercise privilege pursuant to which the holder can convert the QK Warrant for that number of Common Shares determined by dividing (a) the number of Common Shares covered by the QK Warrant that are being exercised multiplied by, the fair market value of one Common Share minus the QK Exercise Price by (b) the fair market value of one Common Share. For the purposes of this cashless exercise right, the fair market value will be the average closing price of the Common Shares for the five days prior to the cashless exercise of the QK Warrant.

Warrant Held by GATX Venture Finance Canada Inc.

GATX Venture Finance Canada Inc. holds a warrant (the "GATX Warrant") that entitles the holder to purchase that number of Common Shares equal to the quotient of U.S.$35,000/$15.00 (using a conversion rate based on the nominal noon exchange rate for Canadian dollars as reported by the Bank of Canada two business days prior to the exercise date of the GATX Warrant), multiplied by 1.647932. Assuming an exchange rate of $1.00 to U.S.$0.9118 (being the nominal noon exchange rate for Canadian dollars as reported by the Bank of Canada on August 31, 2009), the GATX Warrant would be exercisable for 4,217 Common Shares. The exercise price of the GATX Warrant is equal to the quotient of U.S.$35,000 divided by the number of Common Shares for which the GATX Warrant is exercisable (the "GATX Exercise Price"). Assuming an exchange rate of $1.00 to U.S.$0.9118, the exercise price per share would be $9.10. The GATX Warrant will expire on April 19, 2012. The GATX Warrant carries a cashless exercise privilege pursuant to which the holder can exercise the GATX Warrant for that number of Common Shares determined by dividing (a) the number of Common Shares covered by the GATX Warrant that are being exercised multiplied by, the fair market value of one Common Share minus the GATX Exercise Price by (b) the fair market value of one Common Share. For the purposes of this cashless exercise right, the fair market value will be the average closing price of the Common Shares for the five days prior to the cashless exercise of the GATX Warrant.

Warrants Issued in Relation to Convertible Debt Financings

Between October 12, 2005 and November 7, 2006, we borrowed funds from a group of our shareholders pursuant to a convertible debt instrument. See "Interests of Management and Others in Certain Transactions — Private Investor Convertible Debentures and Warrants". All of the convertible debt was converted into Common Shares in connection with our initial public offering on April 19, 2007. As part of this convertible debt financing, we also issued warrants to each of the lenders (the "Private Investor Warrants"), which are currently exercisable for up to 178,287 Common Shares in the aggregate, at a purchase price of $3.555 (the "Conversion Price"). The Private Investor Warrants will expire on April 19, 2010. The Private Investor Warrants carry a cashless exercise privilege to which any holder can exercise its warrant for that number of Common Shares determined by dividing (a) the aggregate fair market value of the Common Shares in respect of which the warrant is being exercised minus the product of the Conversion Price and the number of Common Shares in respect of which the warrant is being exercised by (b) the fair market value of one Common Share. For the purposes of this cashless exercise right, the fair market value will be the average closing price of the Common Shares for the five days prior to the cashless exercise of the Private Investor Warrant. See also "Principal Shareholders" and "Selling Shareholders" below.

Warrants Issued to Sprint/Nextel

Sprint/United Management Co., a wholly-owned subsidiary of Sprint Nextel Corp., holds a warrant to purchase up to 126,250 Common Shares (the "Sprint Warrant"). The Sprint Warrant is subject to vesting conditions and is currently only vested as to 31,562 Common Shares. The Sprint Warrant expires on May 30, 2017 and is exercisable at a price of $3.555 per share.

PRIOR SALES

During the 12 month period before the date of this short form prospectus, we have issued Common Shares and securities convertible into Common Shares as follows:

Date

Common Shares
Issued pursuant to the exercise of options:
October 1, 2008	2.46	450
May 15, 2009	0.10	53,600
July 22, 2009	2.46	350
July 23, 2009	2.46	1,450
August 13, 2009	3.38	5,379
August 13, 2009	2.46	3,850
August 21, 2009	3.38	92
August 21, 2009	2.46	1,525
Issued pursuant to the ESPP:
November 30, 2008	1.27	2,299
December 31, 2008	0.99	2,886
January 31, 2009	1.27	852
February 28, 2009	1.52	844
March 31, 2009	1.90	676
April 30, 2009	2.54	508
May 31, 2009	3.96	699
June 31, 2009	4.36	688
July 31, 2009	6.53	477
August 31, 2009	6.53	814
Issued pursuant to the exercise of warrants:
July 24, 2009	3.56	4,905
Options⁽¹⁾
September 29, 2008	1.70	500
October 6, 2008	2.14	1,000
October 14, 2009	1.70	1,000
October 15, 2008	1.61	32,500
January 9, 2009	1.34	148,500
January 13, 2009	1.34	260,000
April 17, 2009	1.94	8,500
May 4, 2009	2.73	1,000
May 14, 2009	3.38	42,837
July 16, 2009	5.51	34,600
July 21, 2009	5.83	14,279
August 5, 2009	6.44	53,500

(1): In addition to the new grants, on May 14, 2009, 'underwater' options to purchase an aggregate of 371,150 Common Shares held by our non-executive employees and consultants were exchanged for newly-granted options with a lower exercise price of $3.38 per share and on June 9, 2009, 'underwater' options to purchase an aggregate of 290,000 Common Shares held by our executive employees were exchanged for newly-granted options with a lower exercise price of $4.45 per share. See "Options and Warrants to Purchase Securities — Equity Compensation Plans."

TRADING PRICE AND VOLUME

The principal market for trading of the Common Shares is the TSX. Until January 9, 2009, the Common Shares were admitted to trading on AIM. NASDAQ has conditionally approved the listing of the Treasury Shares and our outstanding Common Shares (including the Secondary Shares) on the NASDAQ Global Market. Listing is subject to our fulfillment of all of the requirements of NASDAQ.

The following table sets forth the high and low closing prices and the aggregate volume of trading of the Common Shares on the TSX and AIM for the periods indicated during the 12 month period before the date of this short form prospectus:

TSX

Month	High		Low

	(C$)		(C$)
August 2009		6.70		6.20	2,594,300
July 2009		6.92		4.58	7,978,318
June 2009		4.98		4.00	2,551,807
May 2009		4.14		2.74	3,306,947
April 2009		2.62		1.82	1,664,880
March 2009		1.99		1.46	1,377,413
February 2009		1.65		1.26	505,837
January 2009		1.36		1.15	861,928
December 2008		1.24		0.95	2,186,795
November 2008		1.80		1.22	1,189,368
October 2008		2.45		1.10	2,919,131
September 2008		3.67		2.64	552,631
August 2008		3.80		3.60	306,450

The closing price per Common Share on the TSX on September 23, 2009 was C$8.00.

AIM

Month	High		Low

	(£)		(£)
December 2008		0.67		0.56	13,505
November 2008		0.81		0.70	152
October 2008		0.65		1.40	455
September 2008		1.62		1.43	91
August 2008		Nil		Nil	Nil

The rate of exchange on January 5, 2009 (the last day our Common Shares were traded on AIM) was £1.7399 to C$1.00.

PRINCIPAL SHAREHOLDERS

The following table shows information known to us with respect to the beneficial ownership of the Common Shares as of September 23, 2009, as adjusted to reflect the sale of Common Shares offered hereby, by:

•: each of our directors;
•: the Named Executive Officers;
•: all of our directors and Named Executive Officers as a group; and

•: each person who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Common Shares.

Name

Directors and Named Executive Officers
Jean-Paul Cossart	Nil	⁽²⁾	n/a	Nil		n/a
Carl Eibl⁽³⁾	Nil	⁽⁴⁾	n/a	Nil		n/a
Claude Haw⁽⁵⁾	Nil	⁽⁶⁾	n/a	Nil		n/a
Terence Matthews	1,118,242	⁽⁷⁾	3.91%	868,242		2.40%
Gerry Spencer	Nil		n/a	Nil		n/a
Peter Allen	541,107	⁽⁸⁾	1.89%	441,107		1.22%
Erik Boch	276,037	⁽⁹⁾	0.96%	151,037		0.42%
Russell Frederick	158,141	⁽¹⁰⁾	0.55%	95,141		0.26%
Brian McCormack	129,000	⁽¹¹⁾	0.45%	29,000		0.08%
Alan Solheim	161,997	⁽¹²⁾	0.57%	101,997		0.28%
All directors and Named Executive Officers as a group (10 persons)	2,384,524		8.33%	1,686,524		4.66%
10% Shareholders
Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.⁽¹³⁾	4,413,884		15.41%	Nil	⁽¹⁴⁾	n/a

(1): The percentage of Common Shares held prior to the Offering is based on 28,633,943 Common Shares outstanding on September 23, 2009, and the percentage of Common Shares held after the Offering is based on 36,202,359 Common Shares outstanding immediately following the Offering which assumes the exercise of the Private Investor Warrants held by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. For purposes of the fully-diluted calculations, the total number of Common Shares outstanding is 31,022,180 with respect to calculations prior to the Offering and is 38,476,230 with respect to calculations after the Offering.
(2): Mr. Cossart holds options to purchase up to 24,279 Common Shares, which are currently exercisable as to 5,620 Common Shares. On a fully-diluted basis, Mr. Cossart holds 24,279 Common Shares (assuming full vesting of the options held by Mr. Cossart) (0.08%) before the Offering and will hold 24,279 Common Shares (0.06%) after the Offering.
(3): Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. are controlled by Enterprise Partners Venture Capital, of which Mr. Eibl is Managing Director. Enterprise Partners V, L.P. owns 2,456,942 Common Shares. Enterprise Partners VI, L.P. owns 1,956,942 Common Shares. Each of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. hold Private Investor Warrants to purchase up to 57,183 Common Shares. See "Selling Shareholders" and "Options and Warrants to Purchase Securities — Warrants Issued in Relation to Convertible Debt Financings". Mr. Eibl and his associates beneficially own less than 5% of the limited partnership units of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. Mr. Eibl does not independently exert control or direction over the Common Shares owned by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.
(4): Mr. Eibl holds options to purchase up to 28,517 Common Shares which are currently exercisable as to 4,447 Common Shares. On a fully-diluted basis, Mr. Eibl holds 28,517 Common Shares (assuming full vesting of the options held by Mr. Eibl) (0.09%) before the Offering and will hold 28,517 Common Shares (0.07%) after the Offering.
(5): Venture Coaches, of which Claude Haw is Managing Partner, owns 659,987 Common Shares and Private Investor Warrants to purchase up to 10,126 Common Shares. Claude Haw and his associates beneficially own less than 5% of the limited partnership units of Venture Coaches. Mr. Haw does not exert control or direction over the Common Shares held by Venture Coaches.
(6): Mr. Haw holds options to purchase up to 40,917 Common Shares, which are currently exercisable as to 12,191 Common Shares. On a fully-diluted basis, Mr. Haw holds 40,917 Common Shares (assuming full vesting of the options held by Mr. Haw) (0.13%) before the Offering and will hold 40,917 Common Shares (0.11%) after the Offering.
(7): 500,964 Common Shares are registered in the name of Wesley Clover Corporation and 617,278 Common Shares are registered in the name of Wesley Clover International Corporation. Wesley Clover Corporation and Wesley Clover International Corporation are both controlled by Mr. Matthews. Wesley Clover International Corporation also holds Private Investor Warrants to purchase up to 21,100 Common Shares. On a fully-diluted basis, Mr. Matthews holds, through Wesley Clover Corporation and Wesley Clover International Corporation, 1,139,342 Common Shares (3.67%) before the Offering and will hold 889,342 Common Shares (2.31%) after the Offering.
(8): Mr. Allen holds options to purchase up to 385,000 Common Shares, which are currently exercisable as to 222,846 Common Shares. On a fully-diluted basis, Mr. Allen holds 926,107 Common Shares (assuming full vesting of the options held by Mr. Allen) (2.99%) before the Offering and will hold 826,107 Common Shares (2.15%) after the Offering.

(9): Mr. Boch holds options to purchase up to 195,000 Common Shares, which are currently exercisable as to 102,173 Common Shares. On a fully-diluted basis, Mr. Boch holds 471,037 Common Shares (assuming full vesting of the options held by Mr. Boch) (1.52%) before the Offering and will hold 346,037 Common Shares (0.90%) after the Offering.
(10): Mr. Frederick holds options to purchase up to 160,000 Common Shares, which are currently exercisable as to 76,122 Common Shares. On a fully-diluted basis, Mr. Frederick holds 318,141 Common Shares (assuming full vesting of the options held by Mr. Frederick) (1.03%) before the Offering and will hold 255,141 Common Shares (0.66%) after the Offering.
(11): Mr. McCormack holds options to purchase up to 95,000 Common Shares, which are currently exercisable as to 64,000 Common Shares. On a fully-diluted basis, Mr. McCormack holds 224,000 Common Shares (assuming full vesting of the options held by Mr. McCormack) (0.72%) before the Offering and will hold 124,000 Common Shares (0.32%) after the Offering.
(12): Mr. Solheim holds options to purchase up to 175,000 Common Shares, which are currently exercisable as to 86,331 Common Shares. On a fully-diluted basis, Mr. Solheim holds 336,997 Common Shares (assuming full vesting of the options held by Mr. Solheim) (1.09%) before the Offering and will hold 276,997 Common Shares (0.72%) after the Offering.
(13): Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. are controlled by Enterprise Partners Venture Capital, of which Mr. Eibl is Managing Director. Enterprise Partners V, L.P. owns 2,456,942 Common Shares. Enterprise Partners VI, L.P. owns 1,956,942 Common Shares. Each of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. hold a Private Investor Warrant to purchase up to 57,183 Common Shares. On a fully-diluted basis, Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. hold 4,528,250 Common Shares (14.6%) before the Offering and will hold no Common Shares after the Offering. See "Selling Shareholders" and "Options and Warrants to Purchase Securities — Warrants Issued in Relation to Convertible Debt Financings". Mr. Eibl and his associates beneficially own less than 5% of the limited partnership units of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. Mr. Eibl does not independently exert control or direction over the Common Shares owned by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.
(14): Assumes the sale of 57,183 Common Shares issuable upon the exercise of the Private Investor Warrants held by Enterprise Partners and 57,183 Common Shares issuable upon the exercise of the Private Investor Warrants held by Enterprise Partners VI, L.P.

SELLING SHAREHOLDERS

The following table sets forth certain information regarding the Selling Shareholders as at September 23, 2009. All Offered Shares held by the Selling Shareholders are owned by such holders beneficially and of record.

Name of Selling Shareholder

Enterprise Partners V, L.P.⁽¹⁾	2,456,942	2,514,125	⁽¹⁰⁾	Nil	n/a
Enterprise Partners VI, L.P.⁽¹⁾	1,956,942	2,014,125	⁽¹¹⁾	Nil	n/a
Wesley Clover Corporation and Wesley Clover International Corporation⁽²⁾	1,118,242	250,000		868,242	2.40%
Venture Coaches Fund L.P.⁽³⁾	659,987	250,000		409,987	1.13%
Peter Allen⁽⁴⁾	541,107	100,000		441,107	1.22%
Erik Boch⁽⁵⁾	276,037	125,000		151,037	0.42%
David Farrar⁽⁶⁾	375,431	42,000		333,431	0.92%
Russell Frederick⁽⁷⁾	158,141	63,000		95,141	0.26%
Brian McCormack⁽⁸⁾	129,000	100,000		29,000	0.08%
Alan Solheim⁽⁹⁾	161,997	60,000		101,997	0.28%

Note: For purposes of the fully-diluted calculations in the footnotes below, the total number of Common Shares outstanding is 31,022,180 with respect to calculations prior to the Offering and is 38,476,230 with respect to calculations after the Offering.

(1): Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. are under common management by Enterprise Partners Venture Capital. Carl Eibl, one of our directors, is Managing Director of Enterprise Partners Venture Capital. Enterprise Partners V, L.P. also holds Private Investor Warrants to purchase up to 57,183 Common Shares, and Enterprise Partners VI, L.P. holds Private Investor Warrants to purchase up to 57,183 Common Shares. See "Options and Warrants to Purchase Securities — Warrants Issued in Relation to Convertible Debt Financings". On a fully-diluted basis, Enterprise Partners V, L.P. holds 2,514,125 Common Shares (8.1%) before the

Offering and will hold no Common Shares after the Offering. On a fully-diluted basis, Enterprise Partners VI, L.P. holds 2,014,125 Common Shares (6.49%) before the Offering and will hold no Common Shares after the Offering.

(2): Terence Matthews, one of our directors, controls Wesley Clover International Corporation and Wesley Clover Corporation. Wesley Clover International Corporation also holds Private Investor Warrants to purchase up to 21,100 Common Shares. See "Options and Warrants to Purchase Securities — Warrants Issued in Relation to Convertible Debt Financings". On a fully-diluted basis, Wesley Clover International Corporation and Wesley Clover Corporation hold 1,139,342 Common Shares (3.67%) before the Offering and will hold 889,342 Common Shares (2.31%) after the Offering.
(3): Claude Haw, one of our directors, is Managing Partner of Venture Coaches. Venture Coaches also holds Private Investor Warrants to purchase up to 10,126 Common Shares. See "Options and Warrants to Purchase Securities — Warrants Issued in Relation to Convertible Debt Financings". On a fully-diluted basis, Venture Coaches holds 670,113 Common Shares (2.16%) before the Offering and will hold 420,113 Common Shares (1.09%) after the Offering.
(4): Mr. Allen holds options to purchase up to 385,000 Common Shares, which are currently exercisable as to 222,846 Common Shares. On a fully-diluted basis, Mr. Allen holds 926,107 Common Shares (assuming full vesting of the options held by Mr. Allen) (2.99%) before the Offering and will hold 826,107 Common Shares (2.15%) after the Offering.
(5): Mr. Boch holds options to purchase up to 195,000 Common Shares, which are currently exercisable as to 102,173 Common Shares. On a fully-diluted basis, Mr. Boch holds 471,037 Common Shares (assuming full vesting of the options held by Mr. Boch) (1.52%) before the Offering and will hold 346,037 Common Shares (0.90%) after the Offering.
(6): Mr. Farrar holds options to purchase up to 165,000, which are currently exercisable as to 83,374 Common Shares. On a fully-diluted basis, Mr. Farrar holds 540,431 Common Shares (assuming full vesting of the options held by Mr. Farrar) (1.31%) before the Offering and will hold 498,431 Common Shares (1.30%) after the Offering.
(7): Mr. Frederick holds options to purchase up to 160,000 Common Shares, which are currently exercisable as to 76,122 Common Shares. On a fully-diluted basis, Mr. Frederick holds 318,141 Common Shares (assuming full vesting of the options held by Mr. Frederick) (1.03%) before the Offering and will hold 255,141 Common Shares (0.66%) after the Offering.
(8): Mr. McCormack holds options to purchase up to 95,000 Common Shares, which are currently exercisable as to 64,000 Common Shares. On a fully-diluted basis, Mr. McCormack holds 224,000 Common Shares (assuming full vesting of the options held by Mr. McCormack) (0.72%) before the Offering and will hold 124,000 Common Shares (0.32%) after the Offering.
(9): Mr. Solheim holds options to purchase up to 175,000 Common Shares, which are currently exercisable as to 86,331 Common Shares. On a fully-diluted basis, Mr. Solheim holds 336,997 Common Shares (assuming full vesting of the options held by Mr. Solheim) (1.09%) before the Offering and will hold 276,997 Common Shares (0.72%) after the Offering.
(10): Includes 57,183 Common Shares issuable upon the exercise of the Private Investor Warrants held by Enterprise Partners V, L.P.
(11): Includes 57,183 Common Shares issuable upon the exercise of the Private Investor Warrants held by Enterprise Partners VI, L.P.
(12): The percentage of Common Shares held after the Offering is based on 36,202,359 Common Shares outstanding immediately following the Offering, without giving effect to the exercise of the Over-Allotment Option but assuming the exercise of the Private Investor Warrants held by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.

Enterprise Partners V, L.P. and Enterprise Partners VI, L.P., both of which are Selling Shareholders, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Mr. McCormack, a Selling Shareholder, is a U.S. citizen and resides in the U.S. Although prior to the Closing Date Enterprise Partners V, L.P., Enterprise VI, L.P. and Mr. McCormack will appoint Fraser Milner Casgrain LLP, 99 Bank Street, Suite 1420, Ottawa, Ontario, K1P 1H4 as their agent for service of process in each of the provinces of Canada, except Quebec, it may not be possible for investors to collect from Enterprise Partners V, L.P., Enterprise Partners VI, L.P. or Mr. McCormack judgments obtained in Canadian courts predicated on the civil liability provisions of securities legislation.

PLAN OF DISTRIBUTION

Pursuant to the terms and subject to the conditions contained in an underwriting agreement dated • , 2009 (the "Underwriting Agreement"), between us, the Selling Shareholders and the Underwriters, for whom Canaccord Capital Corporation and Piper Jaffray & Co. are acting as representatives and joint book-runners of the Offering (collectively, the "Lead Underwriters"), we have agreed to sell and the Underwriters have severally agreed to purchase 7,454,050 Treasury Shares at the Offering price, and the Selling Shareholders have agreed to transfer and sell and the Underwriters have severally agreed to purchase 5,518,250 Secondary Shares at the Offering price, on or about the Closing Date. We will not be entitled to any of the proceeds from the sale of the Secondary Shares.

The Offering price of the Offered Shares has been determined by negotiation between us, the Selling Shareholders and the Underwriters. The public Offering price for the Offered Shares for investors in the United States will be payable in U.S. dollars and the public Offering price of the Offered Shares for investors in Canada will be payable in Canadian dollars, except as may otherwise be agreed by the Underwriters. Payment of the Offering price for the Offered Shares will be made to us and each of the Selling Shareholders, respectively, as the case may be, by wire transfer against delivery of certificates for the Offered Shares to the Lead Underwriters on behalf of the Underwriters through the facilities of CDS Clearing and Depository Services Inc. and The Depository Trust Company for the respective accounts of the Underwriters.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by us and if, as and when sold by the Selling Shareholders in accordance with the conditions contained in the Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement may be terminated upon the occurrence of certain stated events, and the closing of the Offering is conditional upon, among other things, the Financial Industry Regulatory Authority not raising any objections to the fairness and reasonableness of the underwriting terms and arrangements. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares offered by this short form prospectus if any of the Offered Shares are purchased under the Underwriting Agreement. However, the Underwriters are not required to take or pay for the Common Shares covered by the Over-Allotment Option, as described below.

The Offered Shares are being offered concurrently to the public in all of the provinces of Canada, except for the province of Quebec, and in the United States pursuant to the MJDS implemented by the securities regulatory authorities in the United States and Canada. The Offered Shares will be offered in the United States and Canada through the Underwriters either directly or through their respective United States or Canadian broker-dealer affiliates or agents, as applicable. No securities will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered dealer requirements is available. Subject to applicable law and the terms of the Underwriting Agreement, the Underwriters may offer the Offered Shares outside of the United States and Canada.

Listing

Our outstanding Common Shares are listed and posted for trading on the TSX under the trading symbol "DWI". We have applied to list the Treasury Shares on the TSX. NASDAQ has conditionally approved the listing of the Treasury Shares and our outstanding Common Shares (including the Secondary Shares) on the NASDAQ Global Market under the trading symbol "DRWI". Listing will be subject to us fulfilling all of the listing requirements of the TSX and NASDAQ, respectively.

Commission and Expenses

In consideration for their services in connection with this Offering, we and the Selling Shareholders have agreed to pay the Underwriters a fee of U.S.$ • (C$ • ) per Offered Share (5.75% of the price of the Offered Shares), that will be paid in the currency in which we and the Selling Shareholders receive payment for the Offered Shares. The Underwriters' fee is paid by us and the Selling Shareholders on a pro rata basis based on the number of Offered Shares sold by each pursuant to the Offering. Pursuant to the terms of the Underwriting Agreement, the expenses of the Offering will be paid solely by us, and the Selling Shareholders will not pay any portion of such expenses. We have agreed to pay all of the expenses of the Offering since the sale of the Secondary Shares has not added materially to the expenses of the Offering. We estimate that our total expenses of the Offering payable by us, excluding Underwriters' fees, will be approximately U.S.$ • (or C$ • ). We will pay all these expenses from the proceeds of the Offering.

The Underwriters propose to offer the Offered Shares initially at the public Offering price set forth on the cover page of this short form prospectus, and to certain dealers, at the public Offering price less a selling concession not in excess of U.S.$ • (or C$ • ) per share. The Underwriters may allow, and certain dealers may re-allow, a discount from the concession not in excess of U.S.$ • (or C$ • ) per share to certain brokers and dealers. If all of the Offered Shares have not been sold after the Underwriters have made a reasonable effort to sell all of the Offered Shares at the public Offering price specified herein, the Underwriters

may from time to time decrease the Offering price, and further change the Offering price to an amount not greater than the price set out on the face page of this prospectus, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to us and the Selling Shareholders. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription book at any time without notice.

Indemnification

We have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and applicable Canadian securities legislation, and to contribute payments that the Underwriters may be required to make in respect thereof.

Option to Purchase Additional Common Shares

In order to cover over-allotments, if any, we have granted to the Underwriters an Over-Allotment Option to purchase an aggregate of up to 1,945,845 additional Common Shares which is equal to 15% of the aggregate number of Offered Shares sold pursuant to the Offering. The Underwriters may exercise the Over-Allotment Option in whole or in part on or before 5:00 p.m. (Ottawa time) on the 30th day following the closing of this Offering to cover over-allotments, if any, and for market stabilization purposes. To the extent that the Over-Allotment Option is exercised, the additional Common Shares will be purchased by the Underwriters at the public Offering price set forth on the cover page of this short form prospectus and the Underwriters will be entitled to a fee of U.S.$ • (C$ • ) per share (5.75% of the price of the share) in respect of each Common Share purchased, which fee will be payable by us. If the Underwriters exercise the Over-Allotment Option, each Underwriter will be obligated, subject to some conditions, to severally purchase a number of additional Common Shares proportionate to that Underwriter's initial purchase commitment as set forth in the Underwriting Agreement. This short form prospectus also qualifies for distribution the Over-Allotment Option and any Common Shares that are sold pursuant to the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the total number of Offered Shares under the Offering will be 14,918,145, the total price to the public will be U.S.$ • , the total Underwriters' fees will be U.S.$ • , the total net proceeds to us will be U.S.$ • (or C$ • , C$ • and C$ • respectively). The total net proceeds to the Selling Shareholders will be unaffected by the exercise of the Over-Allotment Option.

Lock-Up Agreements

DragonWave and each of our directors and officers, Enterprise Partners V, L.P., Enterprise Partners VI, L.P., Wesley Clover Corporation and Wesley Clover International Corporation, have agreed, subject to certain specified exceptions, including, among other things, this Offering, not to, without the consent of the Lead Underwriters:

•: issue, offer, sell (including, without limitation, any short sale), contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of or transfer, directly or indirectly, or establish or increase a "put equivalent position" or liquidate or decrease a "call equivalent position" within the meaning of Section 16 of the Exchange Act, with respect to, any Common Shares, or any securities convertible into or exchangeable or exercisable for, or warrants or other rights to purchase, the foregoing; or
•: file or cause to become effective a registration statement under the U.S. Securities Act, or to file a prospectus in Canada, relating to the offer and sale of any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares or other rights to purchase Common Shares or any other of our securities that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing; or
•: enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any other of our securities that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable

for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise; or

•: publicly announce an intention to do any of the foregoing for a period of 90 days following the Closing Date.

This restriction terminates after the close of trading of the Common Shares on the 90th day following the Closing Date. However, subject to certain exceptions, in the event that either (i) during the last 17 days of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (ii) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results or we become aware that material news or a material event relating to us will occur during the 16-day period beginning on the last day of the 90-day restricted period, then in either case the expiration of the 90-day restricted period will be extended until the expiration of the 18-day period beginning on the date of the issuance of an earnings release or the occurrence of the material news or material event, as applicable, unless the Lead Underwriters waive, in writing, such an extension.

The Lead Underwriters, may, in their sole discretion and at any time or from time to time before the termination of the 90-day restricted period, without notice, release all or any portion of the securities subject to the lock-up agreements.

Price Stabilization, Short Positions and Penalty Bids

Pursuant to the policy statements and/or rules of certain Canadian provincial securities commissions, the Underwriters may not, throughout the period of distribution under this short form prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of such securities. These exceptions include: (i) a bid or purchase of Common Shares permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market-making activities, and (ii) a bid or purchase made for, or on behalf of, a customer where the order was not solicited during the period of distribution, provided that the bid or purchase was not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of such securities. Subject to the foregoing and applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions which intend to stabilize, maintain or support the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

In addition, the rules of the SEC may limit the ability of the Underwriters to bid for or purchase Common Shares before the distribution of the Offered Shares is completed. However, the Underwriters may engage in the following activities in accordance with these rules:

•: stabilizing transactions that permit bids to purchase Common Shares so long as the stabilizing bids do not exceed a specified maximum;
•: over-allotment transactions that involve sales by the Underwriters of Common Shares in excess of the number of Offered Shares the Underwriters are obligated to purchase, which creates a syndicate short position. The Underwriters may close out any short position by purchasing Common Shares in the open market; and
•: penalty bids that permit the representatives to reclaim a selling concession from a syndicate member when the Offered Shares originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of preventing or mitigating a decline in the market price of the Common Shares, and may cause the price of the Common Shares to be higher than would otherwise exist in the open market absent such stabilizing activities. As a result, the price of the Common Shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the TSX, NASDAQ, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Neither we, nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Common Shares.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this short form prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada (collectively, the "Commissions"). Copies of the documents incorporated by reference may be obtained on request without charge from our Secretary at 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada, K2K 3C9, telephone: (613) 599-9991; facsimile: (613) 599-4225, or by accessing our disclosure documents available through the internet on SEDAR which can be accessed at www.sedar.com and on the SEC's website at www.sec.gov.

We file annual and quarterly financial information, material change reports and other information with the Commissions. The Commissions allow us to "incorporate by reference" the information it files with them, which means that we can disclose important information to you by referring you to those documents. Information that is incorporated by reference is an important part of this short form prospectus. The following documents filed with the Commissions are specifically incorporated by reference into and form an integral part of this short form prospectus:

(i): our annual information form dated May 7, 2009 for the fiscal year ended February 28, 2009;
(ii): our management's discussion and analysis of consolidated results of operations and financial condition dated May 7, 2009 for the fiscal year ended February 28, 2009;
(iii): our management's discussion and analysis of consolidated results of operations and financial condition dated July 14, 2009 for the three month period ended May 31, 2009;
(iv): our Management Circular;
(v): our news release June 9, 2009 announcing the ratification of our shareholder rights plan by shareholders; and
(vi): DragonWave's Financial Statements.

Any annual information forms, annual consolidated financial statements and related management's discussion and analysis, consolidated interim financial statements and related management's discussion and analysis, any material change reports (except confidential material change reports), business acquisition reports, information circulars, the content of any news release disclosing financial information for a period more recent than the period for which financial information is deemed incorporated by reference in this short form prospectus and certain other disclosure documents as set forth in section 11.1 of Form 44-101F1 of National Instrument 44-101 — Short Form Prospectus Distributions filed by us with the securities commissions or similar regulatory authorities in Canada after the date of this short form prospectus and prior to the termination of the Offering shall be deemed to be incorporated by reference in this short form prospectus. Any report filed by us with the SEC or Report of Foreign Private Issuer on Form 6-K furnished to the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this short form prospectus until the termination of the distribution under this short form prospectus shall be deemed to be incorporated by reference into the registration statement of which this short form prospectus forms a part of, if and to the extent expressly provided in such report. The documents incorporated or deemed to be incorporated by reference herein contain meaningful and material information relating to us and the readers should review all information contained in this short form prospectus and the documents incorporated or deemed to be incorporated by reference herein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this short form prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this short form prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this short form prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Without limiting the generality of the foregoing, the description of our business appearing in this short form prospectus under the heading "Our Business" modifies and supersedes in its entirety the description of our business contained under the heading "Description of the Business" on pages 7 through 13 of our annual information form dated May 7, 2009.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Our auditors are Ernst & Young LLP, Ottawa, Ontario. The transfer agent and registrar for the Offered Shares is Computershare Investor Services Inc. at its principal offices located in Toronto, Ontario.

RECONCILIATION TO U.S. GAAP

Our consolidated financial statements were prepared in accordance with Canadian GAAP that differ in some respects from U.S. GAAP. We have reconciled our financial results for significant differences between Canadian GAAP and U.S. GAAP in accordance with the instructions of Item 18 of SEC Form 20-F as set out in note 20 in DragonWave's Financial Statements which are contained elsewhere, and are incorporated by reference, in this short form prospectus.

Financial statement readers should understand that there are certain significant differences between Canadian GAAP and U.S. GAAP. In order to facilitate the understanding of the differences that would have arisen had these financial statements been presented in accordance with U.S. GAAP, refer to note 20 in DragonWave's Financial Statements.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
FOR NON-RESIDENTS OF CANADA

The following summary describes the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires, as a beneficial owner, Offered Shares pursuant to this Offering and who, at all relevant times, for the purposes of the application of the Income Tax Act (Canada) (the "Tax Act") and the regulations thereunder, (1) is not, and is not deemed to be, resident in Canada; (2) does not use or hold, and is not deemed to use or hold, the Offered Shares in a business carried on in Canada; (3) deals at arm's length with us; (4) is not affiliated with us, the Underwriters or a subsequent purchaser of the Offered Shares; and (5) holds the Offered Shares as capital property (a "Non-Resident Holder"). Generally, the Offered Shares will be capital property to a Non-Resident Holder provided the Non-Resident Holder does not acquire or hold those Offered Shares in the course of carrying on a business or as part of an adventure or concern in the nature of trade.

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere.

This summary is based on the current provisions of the Tax Act, and counsel's understanding of the current administrative policies and assessing practices of the Canada Revenue Agency ("CRA") published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular purchaser. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, a purchaser should consult their own tax advisors with respect to their particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Offered Shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Tax Act. The amount of dividends required to be included in the income of, and capital gains or capital losses realized by, a Non-Resident Holder may be affected by fluctuations in exchange rates.

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by us will be subject to Canadian withholding tax at the rate of 25 per cent of the gross amount of the dividend, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident. For example, where the Non-Resident Holder is a U.S. resident entitled to benefits under the Canada-U.S. Income Tax Convention (1980) and is the beneficial owner of the dividends, the applicable rate of Canadian withholding tax is generally reduced to 15 per cent.

Dispositions

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of an Offered Share, unless the Offered Share is or is deemed to be "taxable Canadian property" to the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, provided the Common Shares are listed on a "designated stock exchange" as (defined in the Tax Act) (which includes the TSX and NASDAQ) at the time of disposition, the Common Shares will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60-month period immediately preceding the disposition, the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length, or the Non-Resident Holder together with all such persons, owned 25 per cent or more of our issued Offered Shares or any other class or series of our shares. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the Offered Shares would be deemed to be taxable Canadian property. Non-Resident Holders whose Offered Shares constitute taxable Canadian property should consult with their own tax advisors.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS

This section describes the material United States federal income tax considerations of the acquisition, ownership and disposition of the Offered Shares. This summary addresses only persons or entities that are "U.S. holders" (as defined below). This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. holder arising from or relating to the acquisition, ownership, and disposition of the Offered Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. holder that may affect the U.S. federal income tax consequences to such U.S. holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. holder. This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences or the alternative minimum tax provisions of the Code (as defined below). Each U.S. holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal income, U.S. state and local, and foreign tax consequences arising from and relating to the acquisition, ownership, and disposition of Offered Shares.

This section does not apply to you if you are a member of a class of holders subject to special rules, including, but not limited to:

•: U.S. holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;
•: U.S. holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies;
•: U.S. holders that are dealers in securities or currencies or U.S. holders that are traders in securities that elect to apply a mark-to-market accounting method;
•: U.S. holders that have a "functional currency" other than the U.S. dollar;

•: U.S. holders that own Offered Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position;
•: U.S. holders who use Offered Shares as security for a loan;
•: U.S. holders that acquired Offered Shares in connection with the exercise of employee stock options or otherwise as compensation for services;
•: U.S. holders that hold Offered Shares other than as capital assets within the meaning of Section 1221 of the Code;
•: U.S. expatriates or former longer-term residents of the U.S.; and
•: U.S. holders that own (directly, indirectly, or by attribution) 10% or more of the total combined voting power of our outstanding shares.

This section is based on the Internal Revenue Code of 1986, as amended (the "Code"), its legislative history, existing and proposed regulations under the Code, published rulings and court decisions, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the "Canada-U.S. Tax Convention"), all as in effect on the date of this Offering, and all of which are subject to change, possibly with retroactive effect. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

This summary is not binding upon the Internal Revenue Service (the "IRS") and no rulings have been or will be sought from the IRS regarding any matters discussed in this summary. In that regard, there can be no assurance that one or more of the tax considerations described in this summary will not be challenged by the IRS or a U.S. court.

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds the Offered Shares, the United States federal income tax treatment of a partner (or member) will generally depend on the status of the partner and the tax treatment of the partnership (or other entity). A partner in a partnership (or member of such other entity) holding the Offered Shares should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the Offered Shares.

You are a U.S. holder if you are a beneficial owner of an Offered Share and you are:

•: an individual who is a citizen or resident (including a lawful permanent resident alien holding a green card) of the United States as determined for U.S. federal income tax purposes;
•: a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
•: an estate whose income is subject to U.S. federal income tax regardless of its source; or
•: a trust if it (1) is subject to the primary supervision of a federal, state or local court within the United States and one or more United States persons are authorized to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

A "non-U.S. holder" is a beneficial owner of an Offered Share that is not a U.S. holder.

The United States federal income tax consequences of the acquisition, ownership and disposition of the Offered Shares can be very complex and, in certain cases, uncertain or potentially unfavourable to a U.S. holder. Accordingly, each prospective investor considering an acquisition of, or who acquires Offered Shares pursuant to this Offering is strongly urged to consult its own tax advisor with respect to the United States federal, state or local income and alternative minimum tax, United States federal estate or gift, or foreign tax consequences of such acquisition, ownership and disposition of Offered Shares in light of its own particular facts and circumstances.

U.S. Holders

Taxation of Distributions

Under the U.S. federal income tax laws, and subject to the passive foreign investment company ("PFIC") rules discussed below, if you are a U.S. holder, a distribution of cash, if any, paid on an Offered Share, including a constructive distribution, generally will be included in your gross income as a dividend (without reduction for any amounts withheld in respect of Canadian federal income tax) to the extent of our current or accumulated "earnings and profits" (as computed under United States federal income tax rules).

If you are a non-corporate U.S. holder, dividends paid to you in taxable years beginning before January 1, 2011 that constitute qualified dividend income will be taxable to you at a maximum tax rate of 15% provided that you hold the Offered Shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the Offered Shares should be qualified dividend income provided that we are not a PFIC in the year the dividend is paid or the previous taxable year.

You must include any Canadian tax withheld from the dividend payment in this gross amount even though you do not in fact receive the withheld amount. The dividend is taxable to you when you receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the Canadian dollar payments made, determined at the spot Canadian dollar/U.S. dollar rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.

To the extent that a distribution paid on the Offered Shares is in excess of our current and accumulated "earnings and profits" (as determined for U.S. federal income tax purposes), such distribution generally will be treated as a non-taxable return of capital to the extent of your adjusted tax basis in the Offered Shares, with any excess treated as a gain from the sale or exchange of the Shares.

A U.S. holder that pays (whether directly or through withholding) Canadian income tax with respect to distributions by us generally will be entitled, at the election of such U.S. holder, to receive either a deduction or a credit for such Canadian income tax paid. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. holder's U.S. federal income tax liability that such U.S. holder's "foreign source" taxable income bears to such U.S. holder's worldwide taxable income. In applying this limitation, a U.S. holder's various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source." Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 15% tax rate.

For foreign tax credit purposes, dividends will be income from sources outside the United States and will, depending on your circumstances, be either "passive category" or "general category" income for purposes of computing the foreign tax credit allowable to you. However, the amount of a distribution with respect to the Offered Shares that is treated as a "dividend" may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, potentially resulting in a reduced foreign tax credit allowance to a U.S. holder. The foreign tax credit rules are complex, and each U.S. holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Taxation of Sale, Exchange or other Taxable Disposition

Subject to the PFIC rules discussed below, if you are a U.S. holder and you sell or otherwise dispose of your Offered Shares, you will recognize gain or loss for United States federal income tax purposes equal to the difference between the United States dollar value of the amount that you realize and your tax basis, determined in United States dollars, in your Offered Shares. Any such gain or loss will be capital gain or loss if the Offered Shares are held by you as capital assets. Any such gain or loss generally will be United States source income or

loss for purposes of applying the United States foreign tax credit rules unless the gain is subject to tax in Canada and is re-sourced as "foreign source" under the Convention and such U.S. holder elects to treat such gain as "foreign source." Capital gain of a non-corporate U.S. holder that is recognized in taxable years beginning before January 1, 2011 is generally taxed at a maximum rate of 15% where the U.S. holder has a holding period greater than one year. Deductions for capital losses are subject to limitations.

PFIC Rules

If we are considered to be a PFIC, as that term is defined in Section 1297 of the Code, at any time during a U.S. holder's holding period, the following sections will generally describe the United States federal income tax consequences to a U.S. holder in relation to the acquisition, ownership and disposition of Offered Shares.

We generally will be regarded as a PFIC for United States federal income tax purposes if, for a taxable year, either (i) 75% or more of our gross income for such taxable year is passive income or (ii) on the basis of a quarterly average, 50% or more of the assets held by us either produce passive income or are held for the production of passive income, based on the fair market value of such assets. "Passive income" includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. If a foreign corporation (such as DragonWave) owns, directly or indirectly, at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests described above as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income. In addition, under certain attribution rules, if we are a PFIC, U.S. holders will be deemed to own their proportionate share of the our subsidiaries which are PFICs (such subsidiaries referred to as "Subsidiary PFICs"), and will be subject to U.S. federal income tax on (i) a distribution on the shares of a Subsidiary PFIC and (ii) a disposition of shares of a Subsidiary PFIC, both as if the holder directly held the shares of such Subsidiary PFIC.

We believe that the Offered Shares should not be treated as interests in a PFIC for U.S. federal income tax purposes for the taxable year ending December 31, 2009. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the taxable year in question, and is determined annually. Consequently, there can be no assurance that we have never been and will not become a PFIC for any taxable year during which U.S. holders hold Offered Shares.

In any given taxable year for which we are classified as a PFIC, during which a U.S. holder holds Offered Shares, a U.S. holder would be subject to increased tax liability (possibly including a non-deductible interest charge) upon the sale or other disposition of the Offered Shares or upon the receipt of certain distributions treated as "excess distributions," unless such U.S. holder elects to be taxed currently, by making a Mark-to-Market or a Qualified Electing Fund ("QEF") Election. An excess distribution generally would be any distribution to a U.S. holder with respect to Offered Shares during a single taxable year that is greater than 125% of the average annual distributions received by such U.S. holder with respect to the Offered Shares during the three preceding taxable years or, if shorter, during such U.S. holder's holding period for the Offered Shares. In addition, certain special, generally adverse rules would apply to the Offered Shares if we are a PFIC. For example, under certain proposed Treasury regulations, a "disposition" for this purpose may include, under certain circumstances, transfers at death, gifts, pledges, transfers pursuant to tax-deferred reorganizations and other transactions with respect to which gain ordinarily would not be recognized. In addition, if we are treated as a PFIC, dividends paid by us will not be eligible for taxation at the preferential tax rates described above under the heading "Taxation of Distributions".

If a U.S. holder owns the Offered Shares during any year in which we are a PFIC, such U.S. holder must also file IRS Form 8621 regardless of whether such holder makes a Mark-to-Market or QEF Election.

Under the PFIC rules:

•: the gain or excess distribution will be allocated ratably over your holding period for the Offered Shares;
•: the amount allocated to the taxable year in which you realized the gain or excess distribution will be taxed as ordinary income;

•: the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year; and
•: the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year. A U.S. holder that is not a corporation must treat such interest as non-deductible personal interest.

If we were a PFIC, a U.S. holder might be able to make a Mark-to-Market Election with respect to the Offered Shares to mitigate some of these adverse tax consequences. A U.S. holder that holds stock of a PFIC generally may make a Mark-to-Market Election with respect to its stock if the stock constitutes "marketable stock". Marketable stock is stock that is regularly traded (other than in de minimis quantities) on a U.S. or non-U.S. exchange or other market that the U.S. Treasury Department determines has trading, listing, financial disclosure, and other rules adequate to carry out the purposes of the Mark-to-Market Election. The Offered Shares should constitute marketable stock with respect to which a Mark-to-Market Election could be made. In such case, a U.S. holder would generally include as ordinary income or loss the difference between the fair market value of the Offered Shares at the end of the taxable year and the adjusted tax basis of the Offered Shares (but loss could only be included to the extent of the net amount of previously included income as a result of the Mark-to-Market Election). If a U.S. holder made the election, the U.S. holder's tax basis in the Offered Shares would be adjusted to reflect any such income or loss amounts. Any gain recognized on the sale or other disposition of Offered Shares would be treated as ordinary income. A U.S. holder should consult their own tax advisors regarding the availability and advisability of making a Mark-to-Market Election with respect to the Offered Shares in their particular circumstances in the event the Company is or becomes a PFIC. A Mark-to-Market Election would not be available for any Subsidiary PFIC.

The QEF Election, if available, generally would allow a U.S. holder to avoid the consequences of the PFIC rules but would require such holder to include its pro rata share of the Company's ordinary income and net capital gain in income currently, whether or not distributed. However, the Company does not intend to provide U.S. holders with such information as may be required to make a QEF Election effective in the event it is a PFIC.

The PFIC rules are complex and in certain cases, uncertain. Each U.S. holder is strongly urged to consult its tax advisor regarding application and operation of the PFIC rules, including the availability and advisability of, and procedure for, making the Mark-to-Market and/or QEF Elections.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury regulations, certain categories of U.S. holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. Penalties for failure to file certain of these information returns are substantial. U.S. holders who acquire Offered Shares through the Offering and hold Offered Shares should consult with their own tax advisors regarding the requirements of filing information returns, and if applicable, any Mark-to-Market Election or QEF Election.

If the holder is a non-corporate U.S. holder, then payments to it made within the United States, or by a United States payor or United States middleman, of dividends on or proceeds arising from the sale or other taxable disposition of Offered Shares, and/or proceeds arising from the sale or other taxable disposition of Offered Shares, generally will be subject to information reporting and backup withholding (currently at the rate of 28%), where such U.S. holder fails to furnish its correct United States taxpayer identification number (generally on IRS Form W-9), and to make certain certifications, or otherwise fails to establish an exemption from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder generally may be refunded (or credited against its United States federal income tax liability, if any) provided the required information is furnished to the IRS in a timely manner. Each U.S. holder should consult its own tax advisor regarding the backup withholding tax.

100

NASDAQ QUORUM REQUIREMENT

NASDAQ Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of certain of the requirements of the Rule 5600 Series. A foreign private issuer that follows a home country practice in lieu of one or more provisions of the Rule 5600 Series shall disclose in its registration statement related to its initial public offering or first U.S. listing on NASDAQ, or on its website, each requirement of the Rule 5600 Series that it does not follow and describe the home country practice followed by the issuer in lieu of those requirements.

We do not follow Rule 5620(c), but instead follow our home country practice. The NASDAQ minimum quorum requirement under Rule 5620(c) for a meeting of shareholders is 33.33% of the outstanding common shares. In addition, Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum requirement in its bylaws. On September 23, 2009. as permitted by the Canada Business Corporations Act, our directors approved a by-law amendment to our quorum requirement, to be made effective on the date immediately preceding the closing of the Offering, to require two persons present in person or by proxy who together hold 25% or more of our Common Shares. The foregoing is consistent with the laws, customs, and practices in Canada. If the by-law amendment is not approved by a resolution of the shareholders at our next meeting of shareholders, the amendment will cease to be effective and the quorum requirement will be reduced to two persons present in person or by proxy who together hold not less than 5% of the Common Shares.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC under the U.S. Securities Act a registration statement on Form F-10 relating to the Offered Shares and of which this short form prospectus is a part. This prospectus does not contain all of the information set forth in such registration statement, as to which reference is made for further information. Upon effectiveness of such registration statement on Form F-10, we will become subject to the informational requirements of the Exchange Act, and in accordance therewith will be required to file reports and other information with the SEC. Under the MJDS adopted by the United States and Canada, we may prepare such reports and other information in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. Prospective investors may read any document we file or furnish to the SEC, including those documents that are incorporated by reference in this short form prospectus, which are filed as exhibits to the registration statement on Form F-10, at the SEC's website at http://www.sec.gov. Investors may also read and copy any document we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

As a "foreign private issuer" under the Exchange Act, we intend to provide shareholders with proxy statements and annual reports prepared in accordance with applicable Canadian law. Our annual reports will be available within 90 days of the end of each fiscal year and will contain our audited consolidated financial statements. We will also make available quarterly reports containing unaudited summary consolidated financial information for each of the first three fiscal quarters. We intend to prepare these financial statements in accordance with Canadian GAAP (and for the fiscal year ending February 28, 2012 and thereafter to prepare these financial statements in accordance with IFRS) and to include a reconciliation to U.S. GAAP in the notes to the annual consolidated financial statements. We are exempt from provisions of the Exchange Act which require issuers to provide proxy statements in prescribed form to shareholders and officers, directors and shareholders are exempt from U.S. insider reporting requirements and "short swing" profit liability.

We have or will file the following documents with the SEC as part of the registration statement of which this short form prospectus forms a part: the documents set out under the heading "Documents Incorporated by Reference"; consents of auditors and counsel; the powers of attorney from our directors and certain of our officers; and the form of underwriting agreement.

101

ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation existing under the Canada Business Corporations Act. Many of our directors and officers are residents of Canada or other non-U.S. jurisdictions, and all or a substantial portion of their assets, and a substantial portion of our assets, are located outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of Offered Shares who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Offered Shares who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws.

We filed with the SEC, concurrently with our registration statement on Form F-10 of which this short form prospectus is a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed Corporation Service Company as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving us in a United States court arising out of or related to or concerning the offering of the Offered Shares under this short form prospectus.

LEGAL MATTERS

Certain legal matters related to the Offered Shares being offered hereby are being passed upon on our behalf by Fraser Milner Casgrain LLP with respect to Canadian legal matters and DLA Piper LLP (US) with respect to U.S. legal matters, and on behalf of the Underwriters by Stikeman Elliott LLP with respect to Canadian legal matters and Paul, Weiss, Rifkind, Wharton & Garrison LLP with respect to U.S. legal matters.

As of the date hereof, the partners and associates of each of Fraser Milner Casgrain LLP, DLA Piper LLP (US), Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, in each case as a group, beneficially own, directly or indirectly, less than 1%, respectively, of our outstanding securities.

EXPERTS

Our amended consolidated financial statements for the fiscal years ended February 28, 2009 and February 29, 2008, which comprise part of DragonWave's Financial Statements, have been audited by Ernst & Young LLP, independent registered chartered accountants, as stated in their report dated April 17, 2009 (except as to note 20 which is dated August 25, 2009) which is contained elsewhere, and is incorporated by reference, in this short form prospectus and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

102

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

ELIGIBILITY FOR INVESTMENT

In the opinion of our Canadian counsel Fraser Milner Casgrain LLP and Stikeman Elliott LLP, Canadian counsel to the Underwriters, provided the Offered Shares are listed on a designated stock exchange (which currently includes the TSX and NASDAQ) on the date of closing of this Offering, the Offered Shares will be, as at that date, qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts ("TFSA").

Notwithstanding the foregoing, a holder of the Offered Shares will be subject to a penalty tax if the Offered Shares held in a TFSA are a "prohibited investment" under the Tax Act. The Offered Shares generally will not be a "prohibited investment" unless either (i) the holder of the TFSA does not deal at arm's length with DragonWave, or (ii) the holder has a "significant interest" in DragonWave within the meaning of the Tax Act, which includes, but is not limited to, the ownership of 10% or more of any class of the issued shares of DragonWave. Holders should consult their own tax advisors as to whether the Offered Shares will be a "prohibited investment" in their particular circumstances.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies of rescission or, in some jurisdictions, revisions or the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. Purchasers should refer to any applicable provisions of the securities legislation of their province for the particulars of these rights or consult with a legal advisor.

103

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

AUDITORS' CONSENT

We have read the preliminary short form base PREP prospectus of DragonWave Inc. (the "Company") dated September 24, 2009 qualifying the distribution of Offered Shares of the Company. We have complied with Canadian generally accepted standards for an auditor's involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned short form prospectus of our report to the shareholders of the Company on the consolidated balance sheets of the Company as at February 28, 2009 and February 29, 2008 and the consolidated statements of operations, comprehensive loss and deficit and consolidated statements of cash flows for each of the years in the two-year period ended February 28, 2009. Our report is dated April 17, 2009 (except as to note 20 which is dated August 25, 2009).

Ottawa, Canada •
• Chartered Accountants, Licensed Public Accountants

104

AMENDED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
AND AMENDED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE MONTH PERIOD ENDED MAY 31, 2009

F-1

AUDITORS' REPORT

To the Shareholders of
DragonWave Inc.

We have audited the consolidated balance sheets of DragonWave Inc. as at February 28, 2009 and February 29, 2008 and the consolidated statements of operations, comprehensive loss and deficit and cash flows for each of the years in the two-year period ended February 28, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at February 28, 2009 and February 29, 2008 and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2009 in accordance with Canadian generally accepted accounting principles.


Ottawa, Canada,		/s/ Ernst & Young LLP
April 17, 2009 (except as to note 20,		Chartered Accountants
which is as of August 25, 2009)		Licensed Public Accountants

F-2

DRAGONWAVE INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in Cdn $000's)

		As at May 31, 2009			As at February 28, 2009			As at February 29, 2008

		$			$			$
		(non-audited)			(audited)
Assets
Current Assets
Cash and cash equivalents			21,975			8,504			1,551
Short-term investments			—			14,994			31,908
Accounts receivable	6		11,258			10,523			11,433
Other receivables	3		640			720			1,092
Inventory	4		12,533			14,238			10,584
Prepaid expenses			447			173			424

			46,853			49,152			56,992

Property and equipment	5		2,965			2,676			2,823

			2,965			2,676			2,823

Total Assets			49,818			51,828			59,815

Liabilities
Current Liabilities
Line of credit	6		586			641			550
Accounts payable and accrued liabilities			6,681			5,677			9,055
Deferred revenue			1,886			2,215			1,713

			9,153			8,533			11,318

Commitments	10
Shareholders' equity
Capital stock	9		119,936			119,925			119,435
Contributed surplus	9		1,472			1,230			933
Deficit			(80,743	)		(77,860	)		(71,871	)

			40,665			43,295			48,497

Total Liabilities and Shareholders' Equity			49,818			51,828			59,815

On behalf of the Board:


/s/ GERRY SPENCER		/s/ CLAUDE HAW
Director		Director

See accompanying notes

F-3

DRAGONWAVE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT

(Expressed in Cdn $000's except share and per share amounts)

			For the three months ended						For the year ended

	Note		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
			$			$			$			$
			(non-audited)						(audited)
Revenue		17		15,950			10,725			43,334			40,404
Cost of sales		4		10,440			6,344			28,683			24,980

Gross profit				5,510			4,381			14,651			15,424

Expenses
Research and development				3,024			3,131			10,628			10,378
Selling and marketing				2,539			2,624			10,649			8,858
General and administrative				1,231			1,130			4,079			3,885
Investment tax credits				(60	)		(50	)		(82	)		(492	)
Restructuring charges		14		—			—			501			—

				6,734			6,835			25,775			22,629

				(1,224	)		(2,454	)		(11,124	)		(7,205	)
Interest income				34			254			693			1,109
Interest expense				(7	)		(9	)		(35	)		(203	)
Interest expense on debt component of preferred shares and convertible debt		7&8		—			—			—			(500	)
Foreign exchange gain (loss)				(1,686	)		268			4,514			(1,453	)

Loss before income taxes				(2,883	)		(1,941	)		(5,952	)		(8,252	)
Income taxes		12		—			—			(37	)		—

Net and comprehensive loss				(2,883	)		(1,941	)		(5,989	)		(8,252	)
Deficit, beginning of period				(77,860	)		(71,871	)		(71,871	)		(63,619	)

Deficit, end of period				(80,743	)		(73,812	)		(77,860	)		(71,871	)

Loss per share
Basic and fully diluted				(0.10	)		(0.07	)		(0.21	)		(0.35	)

Basic and diluted weighted average number of shares outstanding				28,569,238			28,480,522			28,537,202			23,448,504

See accompanying notes

F-4

DRAGONWAVE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Cdn $000's except share and per share amounts)

				For the three months ended						For the year ended

		Note		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
				$			$			$			$
				(non-audited)						(audited)
Cash and cash equivalents provided by (used in)
Operating Activities
Net loss					(2,883	)		(1,941	)		(5,989	)		(8,252	)
Items not affecting cash
	Depreciation		5		303			235			1,070			563
	Interest on debt component of preferred shares		7		—			—			—			350
	Interest on debt component of convertible debt		8		—			—			—			150
	Stock-based compensation		9		242			145			624			327
	Warrant expense		9		—			11			2			64
	Unrealized foreign exchange (gain) loss				1,032			60			(907	)		479
	Accrued interest on fair value of short-term investments		15		—			150			(159	)		(534	)

					(1,306	)		(1,340	)		(5,359	)		(6,853	)
Changes in non-cash working capital items			11		1,451			(740	)		(4,997	)		(3,419	)

					145			(2,080	)		(10,356	)		(10,272	)
Investing Activities
	Acquisition of property and equipment		5		(592	)		(323	)		(923	)		(2,808	)
	Maturity (Investment) of short-term investments				14,994			31,758			17,073			(31,374	)

					14,402			31,435			16,150			(34,182	)
Financing Activities
	Change in line of credit		6		(55	)		4			91			(3,893	)
	Exercise of warrants		9		—			152			150			—
	Issuance of Common stock net of stock issuance costs		9		11			—			11			49,043

					(44	)		156			252			45,150
Effect of foreign exchange on cash and cash equivalents					(1,032	)		(60	)		907			(479	)
Net increase in cash and cash equivalents					13,471			29,451			6,953			217
Cash and cash equivalents — beginning of period					8,504			1,551			1,551			1,334

Cash and cash equivalents — end of period					21,975			31,002			8,504			1,551

Cash paid during the year for:
	Interest				7			9			35			203

See accompanying notes

F-5

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Cdn $000's except share and per share amounts)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

DragonWave Inc. (the "Company"), incorporated under the Canada Business Corporations Act in February 2000, is in the business of developing next-generation broadband wireless backhaul equipment.

All references to shares in these consolidated financial statements have been restated to reflect one-for-ten share consolidation which was approved on April 10, 2007.

2. SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP") and include the following significant accounting policies as well as a reconciliation of the significant differences with generally accepted accounting principles in the United States in note 20.

Use of accounting estimates

The preparation of the consolidated financial statements in conformity with Canadian GAAP requires the Company's management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent amounts of assets and liabilities as at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Actual results could differ from the estimates made by management.

The following accounts include estimates by management: allowance for doubtful accounts, other receivables, inventory provisions, and accrued liabilities.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Short-term investments

The Company has classified its short-term investments as held for trading and are carried at fair value with both realized and unrealized gains and losses included in the net loss.

Comprehensive loss

Comprehensive loss is composed of the Company's net loss and other comprehensive loss. The Company does not currently have any other comprehensive loss.

Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, DragonWave Corp., incorporated in the state of Delaware, and 4472314 Canada Inc., incorporated in Canada. All intercompany accounts and transactions have been eliminated.

Property and equipment

Property and equipment are stated at cost. Amortization is calculated using the straight-line method over the anticipated useful lives of the assets as follows:


	Research and development equipment		5 years
	Furniture and fixtures		5 years
	Automobiles		5 years
	Leasehold improvements		5 years
	Test equipment		4 years
	Communication equipment		3 years
	Warehouse and production fixtures		3 years
	Computer hardware		2 years
	Computer software		2 years

F-6

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of long-lived assets

Management evaluates the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To the extent the estimated undiscounted future net cash inflows attributable to the asset are less than the carrying amount, an impairment loss is recognized. The amount of impairment loss to be recorded is the difference between the asset's carrying value and the net discounted estimated future cash flows.

As at May 31, 2009, there are no indicators of impairment of long-lived assets.

Inventory

Inventory is valued at the lower of cost and market. The cost of inventory is calculated on a standard cost basis, which approximates average cost. Market is determined as net realizable value for finished goods, raw materials and work in progress. Indirect manufacturing costs and direct labour expenses are allocated systematically to the total production inventory.

Revenue recognition

The Company derives revenue from the sale of broadband wireless backhaul equipment which includes embedded software and a license to use said software and extended product warranties. Software is considered to be incidental to the product. Services range from installation and training to basic consulting. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and there are no significant remaining vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where final acceptance of the product is specified by the customer, revenue is deferred until acceptance criteria have been met. Additionally, the Company's business agreements may contain multiple elements. Accordingly, the Company is required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, the Company allocates revenue to each component of the arrangement using the residual value method, based on vendor-specific objective evidence of the fair value of the undelivered elements. These elements may include one or more of the following: advanced replacement, extended warranties, training, and installation. The Company allocates the arrangement fee, in a multiple-element transaction, to the undelivered elements based on the total fair value of those undelivered elements, as indicated by vendor-specific objective evidence. This portion of the arrangement fee is deferred. The difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple-element arrangement, and therefore, the Company would allocate the corresponding revenue among the various components, as described above.

The Company generates revenue through direct sales and sales to distributors. Revenue on stocking orders sold to distributors is not recognized until the product is sold to an end user.

Arrangements that include services such as training and installation are evaluated to determine whether those services are essential to the functionality of other elements of the arrangement. When services are considered essential, revenue allocable to the other elements is deferred until the services have been performed. When services are not considered essential, the revenue allocable to the services is recognized as the services are performed.

Revenue associated with extended warranty and advanced replacement is recognized rateably over the life of the contracted service.

Revenue from engineering services or development agreements is recognized according to the specific terms and acceptance criteria as services are rendered.

The Company accrues estimated potential product liability as warranty costs when revenue on the sale of equipment is recognized. Warranty costs are calculated on a percentage of revenue per month based on current actual warranty costs and return experience.

Shipping and handling costs borne by the Company are recorded in cost of sales. Shipping and handling costs charged to customers are recorded as revenue, if billed at the time of shipment. Costs charged to customers after delivery are recorded in cost of sales.

Research and development

F-7

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

relating to ongoing research and development costs are recorded as a recovery of the related research and development expenses, and where such assistance is reasonably assured.

Foreign currency translation

The Company's foreign subsidiary is considered financially and operationally integrated and is translated into Canadian dollars using the temporal method of translation: monetary assets and liabilities are translated at the period end exchange rate, non-monetary assets are translated at the historical exchange rate, and revenue and expense items are translated at the average exchange rate. Gains or losses resulting from the translation adjustments are included in income.

Income taxes

The Company follows the liability method in accounting for income taxes. Under this method, current income taxes are recognized based on an estimate of the current year. Future tax assets and liabilities are recorded for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. The future benefit of losses available to be carried forward, and likely to be realized are measured using the substantively enacted tax rate in effect at the time in which the losses will be utilized. A valuation allowance is recorded when it is more likely than not that the benefit of the future income tax asset will not be realized.

Loss per share

Diluted net loss per share is equal to the basic net loss per share since the effect of exercising 2,070,255 stock options outstanding at May 31, 2009 (February 28, 2009 — 2,075,918; February 29, 2008 — 1,604,350) would be anti-dilutive for all periods.

Stock option plan

The Company has a stock option plan which is described in note 9. The Company accounts for stock options granted to employees using the fair value method, in accordance with the recommendations in the Canadian Institute of Chartered Accountants ("CICA") Handbook section 3870, Stock-based Compensation and Other Stock-based Payments. In accordance with the fair value method, the Company recognizes estimated compensation expense related to stock options over the vesting period of the options granted, with the related credit being charged to contributed surplus.

The Company launched an employee share purchase plan on October 20, 2008. The plan includes provisions to allow employees to purchase Common shares. The Company will match the employees' contribution at a rate of 25%. Proceeds from employees and cost of matching shares are recorded in share capital and contributed surplus at the time the shares are issued. The shares contributed by the Company will vest 12 months after issuance with a corresponding compensation expense recognized in income.

CHANGES IN ACCOUNTING POLICIES

The CICA has issued the following new Handbook Sections which affect the year ended February 29, 2008:

a): Handbook Section 3862, "Financial Instruments — Disclosures," applies to fiscal years beginning on or after October 1, 2007. This section modifies the disclosure standards for financial instruments that were included in Section 3861, "Financial Instruments — Disclosure and Presentation". The new standard requires entities to provide disclosure on a) the significance of financial instruments for the entity's financial position and performance and b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks. The Company has provided the required disclosure in note 15.
b): Handbook Section 3863, "Financial Instruments — Presentation," applies to fiscal years beginning on or after October 1, 2007. This Section carries forward the same presentation standards for financial instruments that were included in Section 3861, "Financial Instruments — Disclosure and Presentation". The Company has provided the required disclosure in note 15.
c): Handbook Section 3031, "Inventories", was issued in March 2007 and replaces Section 3030, "Inventories" effective for fiscal years beginning on or after January 1, 2008. The new section prescribes measurement of inventories at the lower of cost and net realizable value. It provides guidance on the determination of cost, prohibiting the use of the last-in, first-out method (LIFO), and

F-8

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

requires the reversal of previous write-downs when there is a subsequent increase in the value of inventories. The changes noted above have been incorporated in the periods presented.

d): Section 1535, "Capital Disclosures", establishes standards for disclosing information about an entity's capital and how it is managed. It describes the disclosure of the entity's objectives, policies and processes for managing capital, the qualitative data about what the entity regards as capital, whether the entity has complied with any capital disclosure requirements, and, if it has not complied, the consequences of such non-compliance. The Company has provided this disclosure in note 16.

The Company is in compliance with the new Handbook Sections mentioned above as of February 28, 2009. There was no transitional adjustment required for the year ended February 29, 2008.

Future Accounting Changes

In 2006, Canada's Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by public companies, being evolved and converged with International Financial Reporting Standards ("IFRS") over a transitional period to be complete by 2011. The Company will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Canadian GAAP will be converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States' Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by Canada's Accounting Standards Board and may be introduced in Canada before the complete changeover to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the complete changeover to IFRS. The International Accounting Standards Board currently has projects underway that should result in new pronouncements that continue to evolve IFRS.

Discussion of the Company's progress with respect to the established conversion plan is addressed in the Management's Discussion and Analysis of the financial results for the three months ended May 31, 2009.

3. OTHER RECEIVABLES

Other receivables are comprised of the following:



Investment tax credits recoverable	247	187	329
Goods and Services Tax receivable	234	229	628
Provincial sales tax receivable	1	—	28
UK Value Added Tax receivable	18	203	—
Miscellaneous receivables	140	101	107

Total Other Receivables	640	720	1,092

4. INVENTORY

Inventory is comprised of the following:



Raw materials	5,199	6,368	3,887
Work in progress	878	455	1,343
Finished goods	3,634	4,822	4,144

Total production inventory	9,711	11,645	9,374
Inventory held for customer service/warranty	2,822	2,593	1,210

Total Inventory	12,533	14,238	10,584

F-9

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

4. INVENTORY (Continued)

$5,848; year ended February 29, 2008 — $23,332) of costs associated with inventory. The remaining costs of $511 and $2,994 respectively (three months ended May 31, 2008 — $496; year ended February 29, 2008 — $1,648) related principally to freight, warranty and other direct costs of sales.

During the three months and twelve months ended May 31 and February 28, 2009, the Company recognized an impairment charge on inventory of $25 and $1,221 (May 31, 2008 — $149; February 29, 2008 — $220).

5. PROPERTY AND EQUIPMENT

	May 31, 2009					February 28, 2009					February 29, 2008

	Cost			Accumulated Amortization		Cost			Accumulated Amortization		Cost			Accumulated Amortization
R&D equipment		2,026			1,181		2,013			1,114		1,964			851
Furniture and fixtures		602			520		602			515		566			488
Leasehold improvements		531			404		512			397		478			370
Test equipment		6,363			5,157		5,903			5,064		5,760			4,775
Communication equipment		162			138		151			136		138			132
Computer hardware		1,463			1,227		1,418			1,163		1,226			949
Computer software		1,161			962		1,106			909		918			730
Production fixtures		393			164		404			153		136			91
Automobile		24			7		24			6		24			1

		12,725			9,760		12,133			9,457		11,210			8,387

Accumulated Amortization		(9,760	)				(9,457	)				(8,387	)

Net Book Value		2,965					2,676					2,823

6. LINE OF CREDIT

As at May 31, 2009, the Company had drawn $586 (February 28, 2009 — $641; February 29, 2008 — $550) on an operating credit facility with a limit of $10,000 USD (February 28, 2009 — $5,000 CDN; February 29, 2008 — $5,000 CDN). Interest is calculated at the bank's prime rate of interest plus 1.75% (May 31, 2008 — 1%; February 28, 2009 — 1%; February 29, 2008 — 1%) and resulted in a weighted average effective rate of 3.92% (May 31, 2008 — 6.22%; February 28, 2009 — 5.44%; February 29, 2008 — 8%). The draw on the line of credit is denominated in both Canadian and US currencies. An additional $1,522 USD has been reserved against the operating line of credit to secure letters of credit to support performance guarantees. The Company has provided a general security agreement on accounts receivable. The Company was in compliance with the financial covenants included in the lending agreement at all periods mentioned above.

The Company also holds a capital expenditure facility with a limit of $3,000 USD (February 28, 2009 — nil; February 29, 2008 — nil).

7. REDEEMABLE PREFERRED SHARES

On April 19, 2007, a capital reorganization occurred pursuant to which the outstanding Series A-1 Preferred shares and Class B Preferred shares were converted to Common shares, on the following basis:

•: The outstanding Series A-1 Preferred shares of the Company were converted into 1,908,315 Common shares on a basis of 1.647932 Common shares for each series A-1 Preferred share, rounded down to the nearest whole number of Common shares held by each holder;
•: The outstanding Class B Preferred shares of the Company were converted into 7,069,386 Common shares, on the basis of one Common share for each Class B Preferred share.

The amount recorded for the debt component of redeemable Preferred shares at April 19, 2007 totalling $18,354 has been recorded to Common shares.

During the three and twelve months ended May 31, 2009 and February 28, 2009, interest of nil and nil (three months ended May 31, 2008 — nil; year ended February 29, 2008 — $350) was accrued on the value of the redeemable Preferred shares.

F-10

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

8. CONVERTIBLE DEBT

On April 19, 2007, a capital reorganization occurred pursuant to which the Convertible Debt was converted into 3,763,283 Common shares at a 10% discount to the price of the Common shares. The amount recorded as Convertible Debt on April 19, 2007 totalled $13,171 and on conversion has been recorded to Common shares.

During the three and twelve months ended May 31, 2009 and February 28, 2009, interest of nil and nil (three months ended May 31, 2008 — nil; year ended February 29, 2008 — $150) was accrued on the debt component of the Convertible Debt. Certain lenders are related party shareholders, which is further discussed in note 13.

9. CAPITAL STOCK

Share capital consists of the following:

The Company is authorized to issue an unlimited number of voting Common shares. After all preferential dividends are declared; common shareholders are entitled to dividends, if and when declared by the Board of Directors, provided that an equivalent dividend on the outstanding Class A-1 Preferred shares, Class B Preferred shares, and Class B-1 Preferred shares are declared.

On April 19, 2007, the Company completed an initial public offering ("IPO"). Pursuant to the offering, the Company issued 7,595,000 Common shares for gross proceeds of $30,000. On May 23, 2007, the Company closed an over-allotment option of 700,000 shares resulting in additional gross proceeds to the Company of $2,765. The net proceeds from both the IPO and the over-allotment, after deducting share issue costs of $5,832, which have been netted against the value of the Common shares, was $26,935. In addition, the Company has converted its Series A-1 Preferred shares (note 7), Class B Preferred shares (note 7), and the Convertible Debt (see note 8) into 1,908,315, 7,069,386, and 3,763,283 Common shares respectively. Upon conversion of the Preferred shares and the Convertible Debt; the amounts previously recorded in contributed surplus of $16,011 and $1,109, respectively, have been allocated from contributed surplus to the value recorded for Common shares. Additionally, the debt component of the Preferred shares and the Convertible Debt outstanding at the date of the capital reorganization amounting to $18,354 and $13,171, respectively, have also been adjusted to the value recorded for the Common shares.

On March 11 and May 22, 2008, the Company issued 36,446 and 78,534 Common shares respectively. These shares were issued as a result of the Company's bank exercising three separate warrants for cash consideration of $150.



*in shares*
Issued and outstanding		28,614,780	28,559,297	28,440,355

*in dollars*
Value of Capital Stock
	Common shares	119,936	119,925	119,435
	Contributed surplus	1,472	1,230	933

Total Capital Stock		121,408	121,155	120,368

During the three months ended May 31, 2009 and the year ended February 28, 2009, the Company repurchased nil and 3,221 restricted Common shares from departing employees respectively (year ended February 29, 2008 — 5,209 shares).

On January 29, 2009 the Board of Directors of the Company approved the adoption of a shareholder rights plan (the "Rights Plan"). The Rights Plan is intended to provide the Company's Board of Directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide the Company's shareholders with adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly and offer fair value, and permits bids that meet certain requirements intended to protect the interests of all shareholders.

The Rights Plan was approved by the Toronto Stock Exchange and was ratified by the Company's shareholders on June 9, 2009 at the Company's Annual and Special Meeting of the shareholders. The complete Rights Plan is published separately and available at www.sedar.com.

F-11

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

9. CAPITAL STOCK (Continued)

The following table provides details of the amount recorded to contributed surplus:



Fair value of warrants	66	66	393
Stock based compensation — stock option	1,406	1,164	540

	1,472	1,230	933

Employee stock option/stock issuance plan

The Company has established the DragonWave Inc. Key Employee Stock Option/Stock Issuance Plan (the "Plan") applicable to full-time employees, directors and consultants of the Company for purchase of Common shares with 4,292,217 (February 28, 2009 — 4,283,894; February 29, 2008 — 4,266,053) Common shares reserved for issuance as at May 31, 2009. Options are granted with an exercise price equal to the fair value of the Common shares of the Company, and may generally be exercised at a rate of 25% one year from the date of the option grant, and 1/36^th of the remaining 75% per additional month of full-time employment with the Company. Options expire in periods ranging from three to ten years, or upon termination of employment.

The following is a summary of Common stock option activity:

		May 31, 2009					February 28, 2009					February 29, 2008

		Options			Weighted average price		Options			Weighted average price		Options			Weighted average price
		#			$		#			$		#			$
Opening Balance			2,075,918			3.37		1,604,350			3.90		920,655			2.33
	Granted		52,337			3.13		544,268			1.97		703,750			5.94
	Cancelled and expired		(4,400	)		3.55		(72,250	)		4.47		(1,091	)		2.46
	Exercised		(53,600	)		0.10		(450	)		2.46		(18,964	)		3.30

Closing Balance			2,070,255			3.30		2,075,918			3.37		1,604,350			3.90

The Company has recognized $242 and $624 as compensation expense for stock-based grants, with a corresponding credit to contributed surplus, for the three and twelve months ended May 31 and February 28, 2009 respectively (three months ended May 31, 2008 — $145; year ended February 29, 2008 — $327).

Prior to the IPO, the fair value of options were estimated at the date of grant using the minimum value option pricing model with the following assumptions: risk-free interest rate of 2% to 4%, a dividend yield of nil, and an average expected life of four years.

Pursuant to the IPO, the Company calculates the fair value of options granted subsequent to April 19, 2007 at the date of grant using the Black-Scholes Model. The following are the weighted average values used in determining the fair value:



Volatility	90.4%	61.2%	52.0%
Risk free rate of return	1.3%	1.6%	4.3%
Dividend yield	Nil	Nil	Nil
Average expected life	4 yrs	4 yrs	4 yrs

F-12

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

9. CAPITAL STOCK (Continued)

The following table summarizes information about the Company's stock options outstanding and exercisable on May 31, 2009:

		Options outstanding						Options exercisable

Exercise price		Number of options		Weighted average remaining contractual life		Weighted average exercise price		Number of options		Weighted average exercise price
$		#		(yrs)		$		#		$
	0.10 - 2.00		451,000		4.46		1.37		2,500		1.61
	2.01 - 3.00		836,300		1.34		2.46		588,073		2.46
	3.01 - 3.38		432,587		4.43		3.38		142,969		3.38
	3.39 - 6.57		350,368		3.53		6.37		139,048		6.38

			2,070,255		3.03		3.08		872,590		3.23

The following table summarizes information about the Company's stock options outstanding and exercisable on February 28, 2009:

		Options outstanding						Options exercisable

Exercise price		Number of options		Weighted average remaining contractual life		Weighted average exercise price		Number of options		Weighted average exercise price
$		#		(yrs)		$		#		$
	0 - 0.10		53,600		2.31		0.10		53,600		0.10
	0.11 - 2.50		1,275,100		2.50		2.08		554,943		2.46
	2.51 - 4.00		66,300		3.77		3.62		12,789		3.89
	4.01 - 6.00		293,868		3.81		5.33		85,265		5.30
	6.01 - 6.57		387,050		3.60		6.57		132,185		6.57

			2,075,918		2.92		3.37		838,782		3.26

The Company introduced a restricted stock purchase plan as at June 30, 2005. The plan which included provisions to allow employees to purchase Common shares as restricted stock. The restrictions are removed at a rate of 25% one year from purchase and 1/36^th of the remaining 75% per month thereafter. All the employees of the Company participated in an option exchange program where their Common options and Special Purpose Common options were exchanged for restricted stock as at June 30, 2005.

The following is a life to date summary of restricted stock activity:

	Restricted stock			Weighted average exercise price

	#			$
Stock with restrictions on April 17, 2007		1,839,296			0.01
Restrictions lapsed		(1,747,585	)		0.01
Restricted stock repurchased on employee departure		(31,548	)		0.01

Restricted stock at May 31, 2009		60,163			0.01

These restricted stocks vest at various dates with a vesting period of 48 months.

The Company launched an Employee Share Purchase Plan ("ESPP") on October 20, 2008. The plan includes provisions to allow employees to purchase Common shares. The Company will match the employees contribution at a rate of 25%. The shares contributed by the Company will vest 12 months after issuance. During the three and twelve months ended May 31 and February 28, 2009 a total of 1,506 and 6,732 shares were issued respectively (three and twelve months ended May 31, 2008 and February 29, 2008 — nil and nil). Proceeds from these issuances were $5 and $7 respectively (three and twelve months ended May 31, 2008 and February 29, 2008 — nil and nil).

F-13

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

9. CAPITAL STOCK (Continued)

Warrants

On December 21, 2001, and as amended and restated on November 10, 2003, in connection with the issuance of the long-term debt, the Company issued to two parties the right to purchase $315 US and $35US Series A-1 Preferred shares of the Company. On April 19, 2007, a capital reorganization occurred pursuant to which all Preferred shares were converted into Common shares. As a result, and in accordance with the original terms of the agreement, the terms of the warrant were updated such that the holders are entitled to purchase an aggregate of 42,171 Common shares at a purchase price of $9.10 per share. The warrants, which carry a cashless conversion privilege, expire upon the later of: (a) the tenth anniversary of the grant of the right to purchase or (b) April 19, 2012.

On March 31, 2005, the Company issued to its bank the right to purchase $120 of Class B Preferred shares of the Company which carries a cashless conversion privilege and expires on March 31, 2010. On September 9, 2005, the Company issued to its bank the right to purchase $30 of Class B Preferred shares of the Company which carries a cashless conversion privilege and expires on September 9, 2010. On January 31, 2007, the Company issued to its bank the right to purchase $152 of Class B Preferred shares of the Company which expire on January 31, 2012. On April 19, 2007, a capital reorganization occurred pursuant to which all Preferred shares were converted into Common shares. As a result, and in accordance with the original terms of the agreement, the terms of the warrants were updated such that the holders are entitled to purchase an aggregate of 157,068 Common shares at a purchase price of $1.91 per share.

The fair value was determined using the Black-Scholes Model at the date of issuance using a volatility factor of 75%, risk free interest rate between 4% and 4.5%, dividend yield of nil and expected life of 5 years. The fair value of the warrants was established at $329. During the three months ended May 31, 2008, the warrants mentioned above were exercised and resulted in proceeds of $150 being paid to the Company. The warrants and their associated proceeds previously recorded as contributed surplus are now recorded in share capital. On March 11, 2008, the Company's bank exercised 78,534 warrants in exchange for 36,446 Common shares. The bank utilized the cashless conversion provision within the agreement resulting in no additional funds being paid to the Company. On May 22, 2008, the Company's bank exercised 78,534 warrants in exchange for 78,534 Common shares. The warrants were valued at $1.91 per Common share.

In consideration for entering into the Convertible Debt, the Company issued warrants to the lenders which, pursuant to the capital reorganization on April 19, 2007, resulted in the determination of the number of Common shares available for purchase, and the corresponding exercise price. The warrants entitle the holders to purchase an aggregate of 178,287 Common shares at a purchase price of $3.56 per share. A cashless conversion is permitted based on a formula detailed in the warrant agreement. The warrants become exercisable on April 19, 2007, and expire on April 19, 2010.

Effective May 30, 2007, the Company granted a warrant to a party to purchase up to 126,250 Common shares of the Company at a price of $3.55 per share. The warrant expires 10 years after the date of issuance. The warrant shall vest based on the achievement of pre-determined business milestones. As at August 31, 2008, a revenue reduction provision in the amount of $66 was recognized with a corresponding increase in contributed surplus. The provision was determined using the Black-Scholes Model using a volatility factor of 50%, risk free rate of 3.3% dividend yield of nil, and an expected life of 8.75 years.

10. COMMITMENTS

Future minimum operating lease payments as at May 31, 2009 per fiscal year are as follows:

			$

	2010			643
	2011			679
	2012			512
	2013			77
	Thereafter			12

				1,923

In addition to the above, on December 1, 2008, the Company issued a letter of credit to support a guarantee with a European bank. The guarantee expires on April 30, 2010 and has an amount of up to 860,000 Euros. The Company is selling equipment to an integrator who will resell the equipment to a service provider. The Company will be required to fulfill its obligations under the guarantee in the event that the service provider defaults on its obligations to the bank. The Company has recourse against the integrator in the event that the guarantee is exercised.

F-14

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

11. SUPPLEMENTAL CASH FLOW INFORMATION



Changes in non-cash working capital balances:
	Accounts receivable	(735	)	3,891		910		(3,756	)
	Other receivables	80		323		372		(106	)
	Inventory	1,705		(1,763	)	(3,654	)	(3,686	)
	Prepaid expenses	(274	)	7		251		(92	)
	Accounts payable and accrued liabilities	1,004		(2,862	)	(3,378	)	3,137
	Deferred revenue	(329	)	(336	)	502		1,084

Changes in non-cash working capital balances		1,451		(740	)	(4,997	)	(3,419	)

12. INCOME TAXES

The reported income tax provision differs from the amount computed by applying the Canadian statutory rate to the net loss, for the following reasons:

	Year Ended February 28, 2009			Year Ended February 29, 2008

	$			$
Loss before income taxes		(5,952	)		(8,252	)
Statutory income tax rate		33.42	%		35.68	%

Expected income tax recovery		(1,989	)		(2,944	)
Tax effect of expenses only deductible for tax purposes		(490	)		—
Tax effect of realizing benefit of prior years' loss carryforwards		(275	)		(69	)
Tax effect of losses not recognized		—			813
Foreign tax rate differences		5			14
Foreign branch taxes		37			—
Tax effect of expenses not deductible for tax purposes		364			(41	)
Tax effect of temporary differences not recognized		2,385			2,227

Income tax expense		37			—

The Company's future tax assets and liabilities include the following significant components:

	February 28, 2009			February 29, 2008

	$			$
Scientific Research and Experimental Development expenditures		10,120			9,068
Income tax loss carryforwards		5,416			10,086
Book and tax differences on assets		4,259			718
Ontario Harmonization tax credit		1,857			1,019

Total future tax assets		21,652			20,891

Valuation allowance		(21,652	)		(20,891	)

Net future tax assets		—			—

F-15

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

12. INCOME TAXES (Continued)

As at February 28, 2009, the Company had $16,176 of cumulative income tax loss carry forwards in Canada that expire between Fiscal 2010 and Fiscal 2027.

The Company also had $1,232 of Federal tax loss carry forwards in the U.S. that expire between Fiscal 2025 and Fiscal 2027. Internal Revenue Code Section 382 imposes an annual limitation on the use of a company's net operating loss carry forwards when a company has an ownership change. As a result of the Company's public offering in April 2007 and the follow-on offering in September 2007, the Company effectuated a change of ownership as understood by Section 382. The annual restriction in the amount of losses that may be used has been calculated as $490.

As at February 28, 2009, the Company had $6,620 of investment tax credits available to reduce future Canadian income taxes payable. These investment tax credits begin to expire in 2010. A tax benefit for these investment tax credits has not been recognized in the consolidated financial statements. During the years ended February 28, 2009 and February 29, 2008, the Company recognized investment tax credits of $82 and $493, respectively. Also as at February 28, 2009, the Company had scientific research and experimental development expenditures of $34,896, which may be carried forward indefinitely.

The Company had a transitional tax credit of $1,857, arising from Federal/Ontario Corporate Tax Harmonization, that is available to reduce future Ontario income tax and expires in 2013.

13. RELATED PARTY TRANSACTIONS

The Company leases premises from a real estate company controlled by a member of the Board of Directors. During the three months ended May 31, 2009 and the year ended February 28, 2009, the Company paid $203 and $845 respectively (three months ended May 31, 2008 — $205; year ended February 29, 2008 — $792), relating to the rent and operating costs associated with this real estate. These amounts have been allocated amongst various expense accounts.

The Company also purchased products and services from two companies controlled or significantly influenced by a Board member. Total net product and services purchased for the three months ended May 31, 2009 and the year ended February 28, 2009 were $2,321 and $14,308 respectively (three months ended May 31, 2008 — $3,596; year ended February 29, 2008 — $14,883), and the value owing for net purchases at May 31, 2009 was $428 (February 28, 2009 — $1,405; February 29, 2008 — $1,033) and is included in accounts payable and accrued liabilities. The majority of the purchases have been recorded in inventory and ultimately in cost of sales.

Interest expense paid to a related party for a Company issued Convertible Debenture for the three months ended May 31, 2009 and the year ended February 28, 2009 was nil and nil respectively (three months ended May 31, 2008 — $116; year ended February 29, 2008 — $116).

All transactions are in the normal course of business and have been recorded at the exchange amount.

14. RESTRUCTURING COSTS RELATED TO SPECIFIC ITEMS

During the third fiscal quarter of the year ended February 28, 2009, the Company implemented a restructuring plan aimed at reducing its operating expenses due to the uncertainty in some of its markets arising from the global financial conditions.

Restructuring charges related to severance costs and other cost reduction measures were $461 and $40 respectively. Other costs include both legal and contract termination costs. All restructuring costs were recognized during the third fiscal quarter of the year ended February 28, 2009. The greater part of all cash disbursements related to these restructuring costs took place during the three months ended February 28, 2009; the remaining $17 held in accounts payable was disbursed in the following fiscal quarter.

15. FINANCIAL INSTRUMENTS

Under Canadian GAAP, financial instruments are classified into one of the following categories: held for trading, held-to-maturity, available-for-sale, loans and receivables, or other financial liabilities.

F-16

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

15. FINANCIAL INSTRUMENTS (Continued)

Fair value

The following table summarizes the carrying values of the Company's financial instruments:



Held for trading⁽¹⁾	21,975	23,498	33,459
Loans and receivables⁽²⁾	11,898	11,243	12,525
Other financial liabilities⁽³⁾	6,745	5,934	9,176

(1): Includes cash, cash equivalents, and short-term investments
(2): Includes accounts receivable and other receivables
(3): Includes line of credit, accounts payable and accrued liabilities which are financial in nature

Cash and cash equivalents, short-term investments, accounts receivable, other receivables, line of credit, accounts payable and accrued liabilities are short-term financial instruments whose fair value approximates the carrying amount given that they will mature shortly. As at the balance sheet date, there are no significant differences between the carrying value of these items and their estimated fair values.

Interest rate risk

Cash and cash equivalents and short-term investments with fixed interest rates expose the Company to interest rate risk on these financial instruments. Interest income of $34 and $693 was recognized during the three and twelve months ended May 31, 2009 and February 28, 2009 respectively, on the Company's cash, cash equivalents and short-term investments (three months ended May 31, 2008 — $254; year ended February 29, 2008 — $1,109).

The following table illustrates the effect of a change in interest rates on the Company's net loss for the periods mentioned below, with all other variables held constant. The change in after-tax loss is due to adjustments in the fair value for fixed rate short-term investments classified as held for trading.



Effect on the Company's after-tax income
	as at May 31, 2009	nil	nil
	as at February 28, 2009	(2)	2
	as at May 31, 2008	(5)	5
	as at February 29, 2008	(7)	7

The Company pays interest on its line of credit at the bank's prime rate of interest plus 1.75% (February 28, 2009 — 1%; February 29, 2008 — 1%), and has interest rate risk exposure due to changes in the bank's prime rate.

Credit risk

The Company is exposed to credit risk with respect to accounts receivable in the event that its counterparties do not meet their obligations. The Company minimizes its credit risk with respect to accounts receivable by performing credit reviews for each of its customers. As at May 31, 2009, one customer exceeded 10% of the total receivable balance. This customer represented 45% (February 28, 2009 — two customers represented 44%; February 29, 2008 — one customer represented 26%) of the accounts receivable balance.

The Company's allowance for doubtful accounts reflects the Company's assessment of collectability across its global customer base. The Company defines past due based on agreed upon terms with each individual customer. As at May 31, 2009, 28% of trade receivables (net of allowances) are considered at least one day past due (February 28, 2009 — 23%; February 29, 2008 — 49%).

F-17

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

15. FINANCIAL INSTRUMENTS (Continued)

Foreign exchange risk

The following table summarizes the currency distribution of the Company's financial instruments in Canadian dollars:

	May 31, 2009						February 28, 2009						February 29, 2008

	CDN Dollars		US Dollars		Other Currency		CDN Dollars		US Dollars		Other Currency		CDN Dollars		US Dollars		Other Currency
Cash and cash equivalents		65%		30%		5%		69%		26%		5%		96%		3%		1%
Accounts receivable		3%		96%		1%		4%		90%		6%		15%		84%		1%
Financial liabilities		43%		56%		1%		40%		59%		1%		43%		56%		1%

Foreign exchange risk arises because of fluctuations in exchange rates. The Company's financial results are reported in Canadian dollars while it conducts a significant portion of its business activities in foreign currencies, primarily United States dollars. The assets, liabilities, revenue and expenses that are denominated in foreign currencies will be affected by changes in the exchange rate between the Canadian dollar and these foreign currencies. The Company does not currently use derivative financial instruments to mitigate this risk.

If the Canadian dollar had appreciated 1 percent against all foreign currencies at May 31, 2009, with all other variables held constant, the impact of this foreign currency change on the Company's foreign denominated financial instruments would have resulted in a reduction of after-tax net income of $149 for the three months ended May 31, 2009 (three month ended May 31, 2008 — $86; year ended February 28, 2009 — $211; year ended February 29, 2008 — $69). If the Canadian dollar had depreciated 1 percent against all foreign currencies for the three months ended May 31, 2009, with all other variables held constant, the impact of this foreign currency change on the Company's foreign denominated financial instruments would have resulted in an additional $149 of after-tax net income for the three month period ended May 31, 2009 (three months ended May 31, 2008 — $86; year ended February 28, 2009 — $211; year ended February 29, 2008 — $69).

For the three months ended May 31, 2009, a foreign exchange loss of $1,686 was recognized (three months ended May 31, 2008 — $268 gain; year ended February 28, 2009 — $4,514 gain; year ended February 29, 2008 — $1,453 loss).

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Based on the Company's recent performance, current revenue expectations and strong current ratio, management believes that liquidity risk is low.

16. CAPITAL MANAGEMENT

The Company defines capital to include shareholders' equity. The Company manages its capital in order to maintain flexibility and respond to changes in economic and/or marketplace conditions. In order to increase shareholder value, the Company may adjust its capital structure by issuing new shares, purchasing shares for cancellation or raising debt. At this time, the Company does not utilize debt facilities as part of its capital management strategy with the exception of an operating line of credit. For all periods noted, the Company has not distributed dividends to its shareholders. The Company is not subject to any externally imposed requirements other than disclosed in note 6; and there were no changes in the Company's approach to capital management during the periods noted in these consolidated financial statements.

17. SEGMENTS AND GEOGRAPHICAL INFORMATION

The Company operates in one reportable segment — broadband wireless backhaul equipment. All significant assets held by the Company are located in Canada. The following table presents total revenues by geographic location:

	May 31, 2009				May 31, 2008				February 28, 2009				February 29, 2008

	$		%		$		%		$		%		$		%
Canada		966		6		1,820		17		4,690		11		5,678		14
North America (excluding Canada)		11,886		74		6,239		58		24,951		58		22,387		56
Europe, Middle East, and Africa		3,027		19		2,416		23		11,334		26		11,382		28
Other		71		1		250		2		2,359		5		957		2

		15,950		100		10,725		100		43,334		100		40,404		100

F-18

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

18. ECONOMIC DEPENDENCE

The Company is dependent on a key customer with respect to revenue. This customer represents approximately 52% and 19% of sales for the three and twelve months ended May 31 and February 28, 2009 respectively (three months ended May 31, 2008 — 39%; year ended February 29, 2008 — 27%).

19. COMPARATIVE FIGURES

Certain of the comparative figures have been reclassified to conform to the presentation adopted in the current fiscal year.

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Company follows Canadian GAAP which is different in some respects from the accounting principles applicable in the United States ("U.S. GAAP") and from practices prescribed by the United States Securities and Exchange Commission. The significant differences between Canadian and U.S. GAAP, and their effects on the consolidated financial statements, are described below.

The following table reconciles net loss and comprehensive loss as reported under Canadian GAAP to net loss and comprehensive loss that would have been reported had the consolidated financial statements been prepared in accordance with U.S. GAAP:

		Three months ended						Twelve months ended

		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
Net loss and comprehensive loss in accordance with Canadian GAAP			(2,883	)		(1,941	)		(5,989	)		(8,252	)
	Share-based compensation (a)		3			(36	)		(145	)		(138	)
	Redemable Preferred shares (b)											350
	Covertible debentures (c)											(600	)

Net and Comprehensive loss in accordance with U.S. GAAP			(2,880	)		(1,977	)		(6,134	)		(8,640	)

The following table details the computation of U.S. GAAP basic and diluted loss per share:

		Three months ended						Twelve months ended

		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
Loss attributed to Common shareholders — basic and diluted			(2,880	)		(1,977	)		(6,134	)		(8,640	)
	Weighted average number of shares		28,569,238			28,480,522			28,537,202			23,448,504
	Basic loss per share		(0.10	)		(0.07	)		(0.21	)		(0.37	)
	Weighted average number of shares — diluted⁽¹⁾		28,569,238			28,480,522			28,537,202			23,448,504
	Dilutes loss per share		(0.10	)		(0.07	)		(0.21	)		(0.37	)

(1): excludes the effect of all options and warrants that are anti-dilutive due to the loss reported in the year

There was no cumulative effect of the above adjustments on the Company`s shareholders' equity.

a)

Stock-based compensation

i): Under Canadian GAAP, effective March 1, 2004, the Company accounts for stock-based compensation granted to employees, officers and directors at fair value, which is measured using the Black-Scholes option pricing model. Prior to the IPO, the Company was privately held and used the minimum value methodology for valuing stock-based compensation, also allowable under Canadian GAAP.

Under U.S. GAAP, effective March 1, 2006, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123(R) "Share-based payments". This standard requires companies to expense the fair value of stock-based compensation awards through operations, including estimating forfeitures at the time of grant in order to estimate the amount of stock-based awards that will ultimately vest. The Company elected to apply the modified prospective application transition method to account for stock options outstanding as at February 28, 2005. This method requires that the provisions of SFAS 123(R) are generally applied only to share-based awards granted, modified, repurchased or cancelled on March 1, 2006 and thereafter. SFAS 123(R) was applied prospectively to new awards and to awards modified, repurchased, or cancelled after the required

F-19

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

effective date. The Company had previously applied SFAS 123(R) and recognizes the remaining value of awards granted prior to March 1, 2006 over their remaining service period.

The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to be met.

As a result of adopting SFAS 123(R), which does not permit the use of the minimum value method additional compensation expense has been recorded under U.S. GAAP for the three-month periods ended May 31, 2009 and May 31, 2008 and for the years ended February 28, 2009 and February 29, 2008.

During the three-month period ended May 31, 2009, the Company modified certain outstanding stock options by reducing the exercise price of the options and extending their contractual life by one year. Under Canadian GAAP, in calculating the value of the option immediately prior to the modification, its expected life was limited to the remaining life of the previously granted option. Under U.S. GAAP, in accordance with SFAS 123(R), the expected life of the option was re-evaluated immediately prior to the modification and was not limited to the remaining expected life of the un-modified option. As a result, compensation cost recorded for the three-month period ended May 31, 2009 related to the modification under U.S. GAAP is less than the amount recorded under Canadian GAAP.

ii): As at May 31, 2009 and February 28, 2009, compensation costs not yet recognized relating to stock option awards outstanding of $2,132 and $2,164 respectively (May 31, 2008 — $2,454 February 29, 2008 — $2,464) net of estimated forfeitures. As at May 31, 2009, compensation cost will be recognized on a straight line basis over the remaining weighted-average period of approximately 2.3 years for the time vesting options and the performance vesting awards will vest as performance conditions are met. Compensation will be adjusted for subsequent changes in estimated forfeitures.
iii): The total intrinsic value of options exercised during the three-month period ended May 31, 2009 was $177 (three-month period ended May 31, 2008 — nil) and for the year ended February 28, 2009 was nil (February 29, 2008 — $3).
iv): The total intrinsic value of fully vested options at May 31, 2009 was $777 (May 31, 2008 — $1,411) and was ($516) at February 29, 2009 (February 29, 2008 — $1,000).
v): The total fair value of options that vested during the three-month period ended May 31, 2009 was $239 (three month period ended May 31, 2008 — $181) and for the year ended February 28, 2009 was $769 (2008 — $464).
vi): SFAS 123(R) does not permit the use of the minimum value method. The Company derives the volatility over the expected term of the awards based on comparable companies' historical volatilities as this represents the most appropriate basis to determine actual expected volatility of its own shares in future periods. The expected life of options was determined based on several factors including historical life, probable life before exercise, and probability of exercise.
vii): The Company records an expense equal to the fair value of shares granted pursuant to the employee share purchase plan over the period the shares vest. The total fair value of the shares recognized during the three-month period ended May 31, 2009 was $1 (three-month period ended May 31, 2008 — nil) and for the year ended February 28, 2009 was $1 (2008 — nil). The fair value of the unearned ESPP shares as at May 31, 2009 was $2 (May 31, 2008 — nil) and as at February 28, 2009 was $1 (2008 — nil). The number of shares held for release under the plan at May 31, 2009 and February 28, 2009 were 1,076 and 1,413 respectively (May 31, 2008 — nil; February 29, 2008 — nil).

b): Redeemable Preferred Shares

Under Canadian GAAP, the fair value of the redemption feature of the redeemable Preferred shares at their date of issuance was separated from the Preferred shares and recorded as a liability. As a result, the amount allocated to the Preferred shares was less than their redemption amount. The Preferred shares were accreted up to their redemption amount over the term to the date that the redeemable Preferred shares first became redeemable. This accretion was charged to interest expense. Under Canadian GAAP, the value of the conversion feature was recorded in shareholders' equity.

Under U.S. GAAP, the fair value of the conversion feature was not required to be separately recorded. As a result, no interest expense was required to be recorded under U.S. GAAP. Under U.S. GAAP, the redeemable Preferred shares are classified outside of permanent shareholders' equity as they are redeemable at the option of the holder. This results in a U.S. GAAP reconciling item to reflect the different classification. As the Preferred shares were all redeemed prior to February 28, 2008, there is no classification difference for any of the periods presented.

F-20

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

c): Convertible Debt

Under Canadian GAAP, the fair value of the liability component of the Convertible Debt at the date of issuance was recorded as long-term debt. This liability component was being accreted up to the face amount of the Convertible Debt over the term to maturity until the underlying debt was converted into Preferred shares. This accretion was charged to interest expense using the effective interest rate method. Under Canadian GAAP the equity components of the Convertible Debt, consisting of the conversion right and warrants, were valued using the residual valuation of the equity component method where the liability component is valued first, and the difference between the proceeds of the debt issuance and the fair value of the liability is assigned to the equity components and recorded in shareholders' equity.

Under U.S. GAAP, the proceeds of debt instruments issued with detachable stock purchase warrants should be allocated based on a relative fair value basis. As a result, the relative fair value of the warrants at their issuance was determined to be $465 and was allocated to shareholders' equity with a corresponding discount on the Convertible Debt. Due to the allocation of proceeds to warrants and ability for holders to convert the debt at a price equal to ninety percent (90%) of the then-current share price, a Beneficial Conversion Feature ("BCF") exists under U.S. GAAP. In accordance with U.S. GAAP, a further discount on the Convertible Debt and increase to shareholders' equity of $1,854 was recorded representing the fair value of the BCF upon issuance. The discounts on the Convertible Debt are accreted to interest expense using the effective interest method and any unamortized balance is expensed immediately upon conversion of the Convertible Debt.

The discount on Convertible Debt under U.S. GAAP is greater than that under Canadian GAAP, and as a result, additional interest expense was recorded under U.S. GAAP for the year ended February 29, 2008.

OTHER DISCLOSURES REQUIRED UNDER U.S. GAAP

a)

Income Statement

i): During each of the periods presented revenue is comprised of:

	Three months ended				Twelve months ended

	May 31, 2009		May 31, 2008		February 28, 2009		February 29, 2008
Product Sales		14,929		9,289		38,952		37,640
Services		1,021		1,436		4,382		2,764

Total Revenue		15,950		10,725		43,334		40,404

ii): Stock based compensation:

Non-cash stock based compensation of $239 was recorded for the three-month period ended May 31, 2009 (three month period ended May 31, 2008 — $181) and $769 for the year ended February 28, 2009 (2008 — $465) and was included in General and administrative, Selling and Marketing, and Research and Development expenses as detailed below.

	Three months ended				Twelve months ended

	May 31, 2009		May 31, 2008		February 28, 2009		February 29, 2008
General and Administrative		93		52		306		153
Research and Development		60		51		186		153
Sales and Marketing		86		78		277		158

		239		181		769		464

F-21

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

iii): Details of related party transaction amounts included in income statement captions are as follows:

	Three months ended				Twelve months ended

	May 31, 2009		May 31, 2008		February 28, 2009		February 29, 2008
Cost of Sales		2,321		3,574		14,103		14,782
Reaserch and Development		98		109		437		423
General and administrative		76		65		280		260
Sales and Marketing		29		53		333		208

Total		2,524		3,801		15,153		15,673

iv): Bad debt expense:

Included in general and administrative expenses is $11 related to bad debt expense for the three-month period ended May 31, 2009 (three-month period ended May 31, 2008 — $47) and $325 related to the year ended February 28, 2009 (year ended February 29, 2008 — $116).

v): Rental expense:

Included in general and administrative expenses is $191 related to premises rental expense for the three-month period ended May 31, 2009 (three-month period ended May 31, 2008 — $191) and $759 related to the year ended February 28, 2009 (year ended February 29, 2008 — $617).

vi): Depreciation expense:

Included in general and administrative expenses is $92 related to depreciation of capital assets for the three-month period ended May 31, 2009 (three-month period ended May 31, 2008 — $74) and $341 related to the year ended February 28, 2009 (year ended February 29, 2008 — $199).

b)

Balance Sheet

i): Accounts Payable and Accrued Liabilities:

Details of accounts payable and accrued liabilities are as follows:

			Twelve months ended

	Three months ended May 31, 2009		February 28, 2009		February 29, 2008
Accounts payable		3,739		1,764		3,423
Accruals		2,148		1,991		3,840
Payroll related Accruals		366		487		759
Related party		428		1,422		1,033
Taxes		—		13		—

Total accounts payables and accrued liabilities		6,681		5,677		9,055

ii): Warranty liability:

The Company records a liability for future warranty costs based on management's best estimate of probable claims within the Companies product warranties. The accrual is based on the terms of the warranty which vary by customer, product, or service and historical experience. The Company regularly evaluate the appropriateness of the remaining accrual.

F-22

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

The following table details the changes in the warranty liability:

				Twelve months ended

	Three months ended May 31, 2009			February 28, 2009			February 29, 2008
Balance at beginning of period		401			429			286
Accruals		236			531			669
Utilization		(115	)		(559	)		(526	)

Balance at end of period		522			401			429

iii): Restructuring charges:

During the year ended February 28, 2009, the Company recorded restructuring charges of $501 related to severance and benefit costs associated with a workforce reduction of 20 employees, all of whom were notified of their termination during the year ended February 28, 2009. Of the total expense, $484 was disbursed during the three months ended February 28, 2009 with the remainder disbursed during the subsequent fiscal quarter.

iv): Short-term investments:

Cost and fair value of investments classified as held for trading, as at February 29, 2008, by contractual maturity were as follows:



Due in one to 3 months	31,878	31,908
Due in 3 to 6 months	—	—

Total Investments	31,878	31,908

v): Allowance for doubtful accounts:

Allowance for doubtful accounts at May 31, 2009 was $281 (February 28, 2009 — $296; February 29, 2008 — $77).

c)

Capital Stock

i): Shares outstanding:

Under U.S. GAAP, issued and authorized capital is required to be presented on the face of the balance sheet. The Company is authorized to issue an unlimited number of voting Common shares. After all preferential dividends are declared, common shareholders are entitled to dividends, if and when declared by the Board of Directors provided that an equivalent dividend on the outstanding Class A-1 Preferred shares, and Class B Preferred shares are declared.

The Company had 28,614,780 and 28,559,297 Common shares issued and outstanding as at May 31, 2009 and February 28, 2009, respectively (28,555,335 and 28,440,355 as at May 31, 2008 and February 29, 2008, respectively).

d)

Income Taxes

i): Adoption of FASB Interpretation 48:

In June 2006, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, effective for fiscal years beginning on or after December 15, 2006. FIN 48 provides specific guidance on the recognition, de-recognition and measurement of income tax positions in financial statements, including the accrual of related interest and penalties recorded in interest expense. An income tax position is recognized when it is more likely than not that it will be sustained upon examination based on its technical merits, and is measured as the largest amount that is greater than 50% likely of being realized upon ultimate settlement. Under Canadian

F-23

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

GAAP, the Company recognizes and measures income tax positions based on the best estimate of the amount that is more likely than not of being realized. The adoption of FIN 48 did not have any impact on the Company's U.S. GAAP results.

ii): Substantively enacted tax rates:

Under Canadian GAAP, income taxes are measured using substantively enacted tax rates, while under U.S. GAAP, measurement is based upon enacted tax rates. This difference does not result in a difference for any periods presented in these consolidated financial statements.

iii): Deferred tax asset:

Under U.S. GAAP, investment tax credits are included in the determination of deferred tax asset whereas under Canadian GAAP, investment tax credits are not considered in the determination of future tax assets. Including the investment tax credits as a deferred tax asset under U.S. GAAP would have the impact of increasing deferred tax assets with a corresponding increase in the Company's valuation allowance of $4,700 as at February 28, 2009 and $3,647 as at February 29, 2008.

iv): Accrued interest expenses:

The Company recognizes interest accrued relating to unrecognized tax liabilities as interest expense.

v): Fiscal period subject to examination:

The Company files income tax returns in Canada, the United States, and the United Kingdom. Generally, the years 2002 to 2009 remain subject to examination by tax authorities.

vi): Income (loss) by jurisdiction:

The components of the Company's income (loss) from continuing operations before income taxes, by taxing jurisdiction, were as follows:

	Three months ended						Twelve months ended

	May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
Canada		(1,638	)		(2,503	)		(11,354	)		(7,393	)
United States		412			61			230			188
Other		2			(12	)		—			—

		(1,224	)		(2,454	)		(11,124	)		(7,205	)

vii): Future tax liabilities by jurisdiction:

The Company's future tax liability for each tax jurisdiction is nil for all periods noted above.

viii): Valuation Allowance:

Under U.S. GAAP, any valuation allowance related to investment tax credits ("ITC") must be included in the valuation allowance for deferred tax assets. Accordingly, the Company recorded a valuation allowance of $26,352 as at February 28, 2009 (February 29, 2008 — $24,538).

ix): Recognition of deferred tax assets:

In assessing the likelihood of realizing deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of future income tax assets is dependent upon the generation of future taxable income during the years in which the temporary differences are deductible. Management considers the scheduled reversals of deferred tax liabilities, the character of the deferred income tax assets and available tax planning strategies in making this assessment.

To the extent that management determines that the realization of future income taxes does not meet the more likely than not realization criterion, a valuation allowance is recorded against the future income tax assets.

F-24

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

e): Fair Value Measurements

Effective March 1, 2008, the Company adopted FASB standard SFAS No. 157, "Fair Value Measurements," which defines fair value, establishes a framework and prescribes methods for measuring fair value and outlines the additional disclosure requirements on the use of fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of fair value hierarchy based on the reliability of inputs are as follows:

•: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
•: Level 2 inputs are significant observable inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and
•: Level 3 inputs are significant unobservable inputs that reflect the reporting entity's own assumptions and are supported by little or no market activity.

The Company's financial assets and liabilities that are measured at fair value on a recurring basis have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. SFAS No. 157-2 delayed the effective date for non-financial assets and liabilities until March 1, 2009, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.

Financial assets and liabilities measured at fair value as at February 28, 2009 in the consolidated financial statements on a recurring basis are summarized below:

	Fair value measurements using:

	Level 1		Level 2		Level 3
Assets
Cash		8,504		—		—
Short Term Investments		14,994		—		—

Total assets		23,498		—		—

Financial assets and liabilities measured at fair value as at May 31, 2009 in the consolidated financial statements on a recurring basis are summarized below:

	Fair value measurements using:

	Level 1		Level 2		Level 3
Assets
Cash		21,975		—		—
Short Term Investments		—		—		—

Total assets		21,975		—		—

f)

Recent United States accounting pronouncements

i): Business Combinations:

In December 2007, the FASB issued FASB Statement No. 141R, Business Combinations. This statement requires the acquirer to recognize the assets acquired, liabilities assumed and any non-controlling interest in the acquiree at fair value as of the acquisition date. The statement is effective for the Company beginning March 1, 2009.

There was no material impact on the Company's financial position or results of operations as a result of adopting this standard.

F-25

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

ii): Non-controlling interests:

In December 2007, the FASB issued FASB Statement No. 160, Non-controlling Interests in Financial Statements. This statement will require non-controlling interest in a subsidiary to be reported in equity in the consolidated financial statements. The statement is effective for the Company beginning March 1, 2009.

There was no material impact on the Company's financial position or results of operations as a result of adopting this standard.

iii): Disclosure about Derivative Instruments and Hedging Activities:

In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. This new statement enhances disclosures regarding an entity's derivative and hedging activities. This statement is effective for the Company beginning March 1, 2009.

There was no impact to the Company on adoption of this statement.

iv): Hierarchy of Generally Accepted Accounting Principles:

In May 2008, the FASB issued FASB Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. The statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements in accordance with GAAP in the United States. This statement was effective for the Company November 15, 2008, which is 60 days after the Securities and Exchange Commission's approval of Auditing Standard No. 6, Evaluating Consistency of Financial Statements.

There was no impact to the Company on adoption of this statement.

v): Subsequent events:

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, ("SFAS 165"), which is effective for the Company June 30, 2009. SFAS 165 provides guidance for disclosing events that occur after the balance sheet date, but before financial statements are issued or available to be issued.

The adoption of SFAS 165 did not have a significant impact on the Company's consolidated financial statements.

F-26

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

CERTIFICATE OF THE COMPANY

Date: September 24, 2009

This short form prospectus, together with the documents and information incorporated by reference, will, as of the date of the supplemented prospectus providing the information permitted to be omitted from this prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.


By: (Signed) PETER ALLEN Chief Executive Officer		By: (Signed) RUSSELL FREDERICK Chief Financial Officer
On behalf of the Board of Directors
By: (Signed) GERRY SPENCER Director		By: (Signed) CLAUDE HAW Director

C-1

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

CERTIFICATE OF THE UNDERWRITERS

Date: September 24, 2009

To the best of our knowledge, information and belief, this short form prospectus, together with the documents and information incorporated by reference, will, as of the date of the supplemented prospectus providing the information permitted to be omitted from this prospectus, constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required under the securities legislation of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

CANACCORD CAPITAL CORPORATION

By: (Signed) JEAN-YVES BOURGEOIS


CIBC WORLD MARKETS INC.		GMP SECURITIES L.P.
By: (Signed) MARWAN KUBURSI		By: (Signed) STEVE OTTAWAY
RBC DOMINION SECURITIES INC.
By: (Signed) JAN SORHAUG
DUNDEE SECURITIES CORPORATION		TD SECURITIES INC.
By: (Signed) AARON UNGER		By: (Signed) SIMON KWONG

C-2

[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]

Shares

Common Shares

Prospectus

Canaccord Adams
Piper Jaffray
Pacific Crest Securities
CIBC
GMP Securities L.P.
RBC Capital Markets
Dundee Securities Inc.
TD Securities

• , 2009

Until • , 2009 (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

[INSERT CANADIAN PROSPECTUS TABLE OF CONTENTS WITH "[ALTERNATIVE PAGE FOR CANADIAN PROSPECTUS]" LEGEND AT TOP]

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

Indemnification of Directors and Officers.

Under the Canada Business Corporations Act (the "CBCA"), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity and provided that (a) the director, officer or other individual acted honestly and in good faith with a view to the best interest of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant's request and, (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. The indemnification may be made in connection with an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the Registrant or other entity as described above, only with court approval and provided the individual fulfills the conditions set out in clauses (a) and (b), above. A director, officer or other individual referred to above is entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the Registrant or other entity as described above, if the individual seeking indemnity was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and fulfils the conditions set out in (a) and (b), above. A Registrant may advance monies to an individual described above for the costs, charges and expenses of a proceeding described above; however, the individual shall repay the monies if the individual does not fulfill the conditions set out in clauses (a) and (b), above.

The Registrant's By-Law No. 1A (the "By-Law") provides that, subject to the provisions of the CBCA, the Registrant shall indemnify a director or officer, a former director or officer, or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative action or proceeding to which the individual is involved because of that association with the Registrant or other entity, if (a) the individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant's request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. The Registrant shall also indemnify any such person in such other circumstances as the CBCA or other law permits or requires. Nothing in the By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the By-Law to the extent permitted by the CBCA or other law.

The Registrant has also entered into contractual indemnification agreements in favor of each of the directors that provide, to the full extent allowed by law, that the Registrant shall indemnify and save harmless each director, his estate, executors, administrators, legal representatives and lawful heirs, from and against any and all costs, charges of expenses (including, but not limited to, an amount paid to settle any action or to satisfy any judgment, legal fees on a solicitor and client basis, other professional fees, out-of-pocket expenses for attending proceedings including discoveries, trials, hearings and meetings, and any amount for which he is liable by reason of any statutory provision whether civil, criminal or otherwise ("indemnifiable costs")), suffered or incurred by the director or such other indemnified parties, directly or indirectly, as a result of or by reason of the director: (i) being or having been a director or officer of the Registrant or an affiliate of the Registrant or by reason of any action taken by the director in his capacity as a director or officer of the Registrant or an affiliate of the Registrant; (ii) being or having been a member of

II-1

a committee of the board of directors of the Registrant or an affiliate of the Registrant; or (iii) acting as a member of the plan administrator pursuant to the Registrant's Stock Option Plan, subject to certain conditions being satisfied including that the director: (a) acted honestly and in good faith with a view to the best interests of the Registrant, or the best interests of the Registrant's affiliate, as the case may be; and (b) in the case of a criminal or administrative action, proceeding, investigation, inquiry or hearing that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The indemnities also provide that indemnifiable costs will be paid by the Registrant immediately, with the agreement that, in the event it is ultimately determined that the indemnified party was not entitled to be so indemnified, such amounts shall be refunded to the Registrant.

A policy of directors' and officers' liability insurance is maintained by the Registrant which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the By-Law and the CBCA.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

II-2

EXHIBITS

		Description

3.1	†	Underwriting agreement.
4.1		Annual Information Form for the year ended February 28, 2009, dated May 7, 2009.
4.2		Management's Discussion and Analysis for the fiscal year ended February 28, 2009, dated May 7, 2009.
4.3		Management's Discussion and Analysis for the three month period ended May 31, 2009, dated July 14, 2009.
4.4		Management's Proxy Circular dated May 14, 2009 prepared in connection with the annual and special meeting of shareholders held on June 9, 2009.
4.5		Press release dated June 9, 2009 announcing the ratification of the Registrant's shareholder rights plan by the shareholders.
4.6		Amended audited consolidated financial statements for fiscal years ended February 28, 2009 and February 29, 2008, and amended unaudited interim consolidated financial statements for the three month period ended May 31, 2009.
5.1		Consent of Ernst & Young LLP.
5.2		Consent of Fraser Milner Casgrain LLP.
6.1		Powers of Attorney (included on signature pages of this Registration Statement).

†: To be filed by amendment.

II-3

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking.

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process.

(a): Concurrently with the filing of this Registration Statement, the Registrant is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.
(b): Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, Country of Canada, on this 24^th day of September, 2009.


	DRAGONWAVE INC.
	By:		/s/ PETER ALLEN Name: Peter Allen Title: Chief Executive Officer

III-2

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Peter Allen and Russell Frederick, and each of them, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date


/s/ PETER ALLEN Peter Allen	Chief Executive Officer, and Director (Principal executive officer)	September 24, 2009
/s/ RUSSELL FREDERICK Russell Frederick	Chief Financial Officer, and Director (Principal financial officer)	September 24, 2009
/s/ RUTH BENGOUGH Ruth Bengough	Controller	September 24, 2009
/s/ GERRY SPENCER Gerry Spencer	Chairman of the Board of Directors, and Director	September 24, 2009
/s/ JEAN-PAUL COSSART Jean-Paul Cossart	Director	September 24, 2009
/s/ TERENCE MATTHEWS Terence Matthews	Director	September 24, 2009
/s/ CLAUDE HAW Claude Haw	Director	September 24, 2009
/s/ CARL EIBL Carl Eibl	Director and Authorized Representative in the United States	September 24, 2009

III-3

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement in the capacity of the duly authorized representative of the Registrant in the United States on this 24^th day of September, 2009.


	DRAGONWAVE INC.
	By:		/s/ CARL EIBL Carl Eibl Director

III-4

EXHIBITS

		Description

3.1	†	Underwriting agreement.
4.1		Annual Information Form for the year ended February 28, 2009, dated May 7, 2009.
4.2		Management's Discussion and Analysis for the fiscal year ended February 28, 2009, dated May 7, 2009.
4.3		Management's Discussion and Analysis for the three month period ended May 31, 2009, dated July 14, 2009.
4.4		Management's Proxy Circular dated May 14, 2009 prepared in connection with the annual and special meeting of shareholders held on June 9, 2009.
4.5		Press release dated June 9, 2009 announcing the ratification of the Registrant's shareholder rights plan by the shareholders.
4.6		Amended audited consolidated financial statements for fiscal years ended February 28, 2009 and February 29, 2008, and amended unaudited interim consolidated financial statements for the three month period ended May 31, 2009.
5.1		Consent of Ernst & Young LLP.
5.2		Consent of Fraser Milner Casgrain LLP.
6.1		Powers of Attorney (included on signature pages of this Registration Statement).

†: To be filed by amendment.

QuickLinks

CALCULATION OF REGISTRATION FEE
PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS EXPLANATORY NOTE RELATED TO CANADIAN PROSPECTUS ALTERNATIVE PAGES
TABLE OF CONTENTS
TABLE OF CONTENTS
GENERAL MATTERS
GLOSSARY OF TECHNICAL TERMS
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
PROSPECTUS SUMMARY OUR BUSINESS
THE OFFERING
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
RISK FACTORS
OUR BUSINESS
Bandwidth Capacity for Backhaul Networks by Type
Theoretical Peak Data Transfer Limits on Selected Mobile Technologies
DIRECTORS AND MANAGEMENT
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
DESCRIPTION OF SECURITIES BEING DISTRIBUTED
CONSOLIDATED CAPITALIZATION
USE OF PROCEEDS
DIVIDEND POLICY
SELECTED CONSOLIDATED FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Number of Customers Shipped to in the Quarter Ended May 31, 2009
Number of Customers Shipped to in the Year Ended February 28, 2009
OPTIONS AND WARRANTS TO PURCHASE SECURITIES
PRIOR SALES
TRADING PRICE AND VOLUME
PRINCIPAL SHAREHOLDERS
SELLING SHAREHOLDERS
PLAN OF DISTRIBUTION
DOCUMENTS INCORPORATED BY REFERENCE
AUDITORS, TRANSFER AGENT AND REGISTRAR
RECONCILIATION TO U.S. GAAP
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS
NASDAQ QUORUM REQUIREMENT
WHERE YOU CAN FIND MORE INFORMATION
ENFORCEABILITY OF CIVIL LIABILITIES
LEGAL MATTERS
EXPERTS
ELIGIBILITY FOR INVESTMENT
PURCHASERS' STATUTORY RIGHTS
AUDITORS' CONSENT
AUDITORS' REPORT
DRAGONWAVE INC. CONSOLIDATED BALANCE SHEETS (Expressed in Cdn $000's)
DRAGONWAVE INC. CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT (Expressed in Cdn $000's except share and per share amounts)
DRAGONWAVE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Cdn $000's except share and per share amounts)
DRAGONWAVE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Cdn $000's except share and per share amounts)
CERTIFICATE OF THE COMPANY
CERTIFICATE OF THE UNDERWRITERS
PART II INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
EXHIBITS
PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
SIGNATURES
POWERS OF ATTORNEY
AUTHORIZED REPRESENTATIVE
EXHIBITS
EX-4.1 2 a2194290zex-4_1.htm EXHIBIT 4.1

Exhibit 4.1

Annual Information Form

For the year ended

February 28 2009

DragonWave Inc. - Annual Information Form dated May 7, 2009

AIF

DragonWave Inc. – Annual Information Form

May 7, 2009

TABLE OF CONTENTS

ARTICLE 1 :	CORPORATE STRUCTURE	3

ARTICLE 2 :	GENERAL DEVELOPMENT OF THE BUSINESS	3

ARTICLE 3 :	DESCRIPTION OF THE BUSINESS	7

ARTICLE 4 :	RISK FACTORS	13

ARTICLE 5 :	DIVIDENDS	26

ARTICLE 6 :	DESCRIPTION OF CAPITAL STRUCTURE	26

ARTICLE 7 :	MARKET FOR SECURITIES	26

ARTICLE 8 :	ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER	28

ARTICLE 9 :	DIRECTORS AND OFFICERS	28

ARTICLE 10 :	INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	33

ARTICLE 11 :	LEGAL PROCEEDINGS	34

ARTICLE 12 :	TRANSFER AGENT AND REGISTRAR	34

ARTICLE 13 :	MATERIAL CONTRACTS	34

ARTICLE 14 :	EXPERTS	35

ARTICLE 15 :	AUDIT COMMITTEE	35

ARTICLE 16 :	ADDITIONAL INFORMATION	38

Schedule 15.1 :	AUDIT COMMITTEE CHARTER	1

All information in this Annual Information Form is presented as of February 28, 2009 unless otherwise indicated. Certain statements included in this Annual Information Form constitute “forward looking” statements, including those identified by the expressions “will”, “continue”, “predict”, “may”, “would”, “could”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend” and similar expressions, to the extent they relate to DragonWave Inc. The forward looking statements are not historical facts but reflect Management’s current expectations regarding future results or events. These forward looking statements are subject to a number of assumptions, risks, uncertainties and other factors that could cause actual results, performance, achievements, industry results or events to differ materially from current expectations, including the matters discussed under “Risk Factors” and in other sections of this Annual Information Form. These forward looking statements are made as of the date of this Annual Information Form and DragonWave Inc. does not intend, and does not assume any obligation, to update or revise them to reflect new events or circumstances, unless otherwise required by law. Readers are cautioned not to place undue reliance on forward looking statements.

Unless otherwise indicated, all currency amounts referenced in this Annual Information Form are denominated in Canadian dollars.

ARTICLE 1: CORPORATE STRUCTURE

1.1 Name, Address and Incorporation

DragonWave Inc. (“DragonWave” or the “Company”) was incorporated on February 24, 2000 by Certificate and Articles of Incorporation issued under the Canada Business Corporations Act (the “CBCA”). DragonWave’s last financial year ended February 28, 2009. The head office of DragonWave is located at 411 Legget Drive, Suite 600, Ottawa, Ontario, Canada.

1.2 Intercorporate Relationships

DragonWave has two subsidiaries, DragonWave Corp., a corporation wholly-owned by the Company and incorporated under the laws of Delaware, and 4472314 Canada Inc., a corporation wholly-owned by the Company and incorporated under the CBCA. Unless the context requires otherwise, references in this Annual Information Form to “DragonWave” or “the Company” include DragonWave Corp. and 4472314 Canada Inc.

ARTICLE 2: GENERAL DEVELOPMENT OF THE BUSINESS

2.1 Three Year History

Founded in 2000, DragonWave is a leading provider of high-capacity wireless Ethernet equipment used in emerging internet protocol (IP) networks. DragonWave designs, develops, markets and sells proprietary, carrier-grade microwave radio frequency networking equipment, or links that wirelessly transmit broadband voice, video and other data between two points. DragonWave’s wireless carrier-Ethernet links, which are based on a native Ethernet platform, function as a wireless extension to an existing fibre-optic core telecommunications network. The principal application for DragonWave’s products is the backhaul function in a wireless communications network. Backhaul links connect the large amounts of network traffic aggregated by base stations and other collection points on the edge of the network to the high-capacity fibre-optic infrastructure at the core of the network. Additional applications for DragonWave’s products include point-to-point transport applications in private networks, including municipal and enterprise applications.

DragonWave’s products principally perform the backhaul function in a communication service provider’s network, connecting high-traffic points of aggregation such as high-capacity wireless base stations (3G+ cellular, WiFi, WiMAX, Long-Term Evolution (LTE)) and large “out of territory” enterprises to nodes on the fibre-optic core network.

The Company’s line of wireless carrier-Ethernet links is marketed under the AirPair and Horizon product names. The AirPair and Horizon product lines are carrier-grade and operate primarily in licensed spectrum bands to minimize interference. DragonWave also offers a time division multiplexing (TDM)-to-Ethernet multiplexer based on pseudowire technology, which enables DragonWave’s native Ethernet links to support the network traffic generated by emerging converged services based on IP such as data access, voice over internet protocol (VoIP), and video streaming, as well as legacy TDM services. The Company believes that its wireless carrier-Ethernet links are an attractive alternative to other backhaul solutions such as leased lines and fibre-optic cable deployments.

The demand for DragonWave’s products is driven by global trends, including IP convergence and pressure on backhaul capacity caused by increased functionality of mobile devices, the shift in demand from voice to multi-media content and services, growing demand for wireless coverage, increasing numbers of subscribers, and investment in radio access network spectrum. In DragonWave’s target markets, network traffic is shifting from legacy TDM traffic to IP-based traffic to improve network efficiency and enable IP-based services.

DragonWave principally targets the global wireless communications service provider market and, in particular, those service providers offering high-capacity wireless communication services, including traditional cellular service providers and emerging broadband wireless access (BWA) service providers. These service providers offer high-speed digital communication services over wireless access networks, employing IP-based wireless network access technologies such as advanced (3G+) cellular technologies, as well as WiFi and WiMAX. The market addressed by these wireless service providers is characterized by significant growth in number of subscribers, coverage area, and bandwidth requirements per subscriber, and a corresponding need to reduce the cost per bit of the backhaul network. DragonWave also targets other markets, including wireless extension of fixed-line networks to directly connect high-bandwidth end-customers to the core network, and private networks of large multi-site organizations such as Fortune 500 enterprises, municipalities and government organizations.

The key elements of DragonWave’s solution include: high performance; carrier-grade availability; cost-competitiveness; and the availability of advanced network management and wireless network IP planning.

DragonWave commenced commercial deployment of its products in 2002 and, as of February 28, 2009, had shipped approximately 9500 of AirPair and Horizon product units. To date, DragonWave’s wireless carrier-Ethernet links have been purchased and deployed by customers in more than 56 countries. In its fiscal year ended February 28, 2009, the Company delivered product to 142 customers, including Clearwire LLC (United States), wi-tribe Pakistan Limited (Pakistan), Altitude Infrastructure (France), and Barrett Xplore (Canada).

On April 19, 2007, pursuant to a prospectus (the “Prospectus”) filed with all of the securities regulatory authorities in all of the provinces of Canada, DragonWave closed its initial public offering which involved the issuance of 7,595,000 common shares from treasury at a price of $3.95 per common share resulting in gross proceeds to DragonWave of $30,000,250 (the “IPO”). In connection with the IPO, DragonWave’s common shares were listed on the Toronto Stock Exchange (“TSX”) and admitted for trading on the Alternative Investment Market (“AIM”) of the London Stock Exchange plc. The IPO was underwritten by a syndicate of underwriters that was led by Canaccord Capital Corporation and included CIBC World Markets Inc. and Genuity Capital Markets (collectively, the “IPO Underwriters”). A copy of

4 the Prospectus can be found on SEDAR at www.sedar.com. On May 23, 2007, DragonWave closed the over-allotment option granted to the IPO Underwriters in connection with the IPO (the “Over-Allotment Option”) which resulted in a further 700,000 common shares being issued from treasury at a price of $3.95 per common share and additional gross proceeds to the Company of $2,765,000.

On September 20, 2007, pursuant to a short form prospectus (the “Short Form Prospectus”) previously filed with all of the securities regulatory authorities in all of the provinces of Canada, other than Quebec, DragonWave closed a short form prospectus offering involving the issuance of 3,800,000 common shares from treasury and the sale of 3,200,000 common shares by certain shareholders of the Company (the “Selling Shareholders”), each at a price of $6.25 per common share resulting in gross proceeds to DragonWave of $23,750,000 and gross proceeds to the Selling Shareholders of $20,000,000 (the “Short Form Offering”). The Short Form Offering was underwritten by a syndicate of underwriters that was led by Canaccord Capital Corporation and included CIBC World Markets Inc., Genuity Capital Markets G.P., Orion Securities Inc. and Raymond James Ltd. A copy of the Short Form Prospectus can be found on SEDAR at www.sedar.com.

As of January 5, 2009, DragonWave cancelled the admission of its common shares to trading on AIM (the “AIM delisting”). The decision to proceed with the AIM delisting was based on a review of the Company’s AIM listing by DragonWave’s board of directors and it was concluded that the additional costs associated with maintaining a second listing on AIM were not justifiable given the Company’s North American focused shareholder base. This decision was based on several factors, including low trading volumes in the UK and the cost and management resources involved in maintaining the AIM listing.

Significant product and business developments over the last three fiscal years have been as follows:

Fiscal Year 2009 (March 1, 2008 until February 28, 2009)

· Announced that Linkem SpA has chosen to deploy DragonWave’s Horizon Compact radios in its new WiMAX (4G) network in Italy.

· Adopted a shareholder rights plan (see below under “Material Contracts”).

· Announced that ECAS Telecommunications & Systems Ltd. has selected the Horizon Compact for IP backhaul of WiMAX, 3.5G, Evolution Data Only (EVDO) and LTE services in Nigeria.

· Announced that in light of uncertainty in some of its markets arising from global financial conditions, DragonWave has implemented a number of measures aimed at reducing its operating expenses including: the elimination of 20 positions from the Company’s workforce (a 13% total headcount reduction), reducing spending in all areas, and the AIM delisting. As a result of such global financial conditions, DragonWave also announced that its strategic relationship with NextWave Broadband Inc. (“NextWave”) has been terminated following NextWave’s announcement that it was restructuring its business and as a part of this restructuring, it was working to divest its infrastructure business units.

· Announced that Altitude Infrastructure, a subsidiary of Altitude Group, has selected DragonWave products to provide high capacity Ethernet backhaul as part of its rollout of WiMAX broadband services across France.

· Announced that DragonWave has signed an agreement with Brightstar Corporation, a global leader in customized distribution and integrated supply chain solutions for the wireless industry. Through the

agreement, Brightstar will distribute DragonWave’s Horizon and AirPair high-capacity wireless Ethernet backhaul solutions of point-to-point microwave radios in the Caribbean and Latin American markets.

· Announced that Sprint Nextel Corporation has selected DragonWave’s IP backhaul solutions for its XOHM-branded WiMAX mobile-broadband services in North America. DragonWave’s Horizon Compact and Horizon Duo products will be deployed initially in the Baltimore/Washington and Chicago markets.

· Announced that Omnivision C.A. has standardized on DragonWave its products for licensed-frequency wireless backhaul as it expands its WiMAX service offering into markets across Venezuela.

· Announced that M3 Wireless (“M3”) is cost-effectively converging its WiMAX data and GSM voice services for business and residential customers on a DragonWave IP backhaul solution. DragonWave’s AirPair product interlinks 27 sites across M3’s meshed Ethernet network spanning Bermuda.

· Announced that DragonWave has expanded its coverage to include the 6 to 8 GHz range of licensed radio frequencies.

· Announced the Company’s service delivery unit (SDU) product portfolio, enabling carriers to efficiently converge TDM and IP services on a cost-effective, flexible Ethernet network foundation.

· Announced Horizon Duo, the latest addition to the Company’s Horizon portfolio of native Ethernet radios. Horizon Duo delivers industry-leading capacity of up to 1.6 Gbps per link and lowest-cost-per-bit performance for wireless carriers offering increasingly bandwidth-intensive WiMAX and 4G services.

Fiscal Year 2008 (March 1, 2007 until February 29, 2008)

· Completed a master purchase agreement with Nextlink Wireless Inc. (“Nextlink”) to purchase AirPair and Horizon Compact in support of Nextlink’s portfolio of broadband wireless services. Nextlink owns licensed wireless spectrum covering 75 metropolitan US markets and is the largest local multipoint distribution service (LMDS) wireless spectrum holder in the United States.

· Announced that AirPair Wireless Ethernet radio product has been approved by Russia’s Ministry of Communications for use throughout Russia.

· Concluded a patent license agreement with NEC Corporation (“NEC”). DragonWave paid NEC a one time past release fee and an ongoing royalty payment.

· Announced the general availability of AirPair Unite which converges Ethernet and TDM traffic across a single wireless, IP stream.

· Announced the appointment of Clive Belfort as Vice President, EMEA.

· Announced closing of Short Form Offering.

· Announced a global strategic network solutions agreement with NextWave. NextWave selected DragonWave’s Ethernet Radio as its preferred wireless backhaul solution. This strategic relationship was terminated in the 2009 fiscal year.

· Announced closing of the Over-Allotment Option.

· Announced the signing of a strategic partnership agreement with Barrett Xplore Inc., Canada’s largest and fastest growing rural broadband provider.

· In connection with the IPO, the Company’s common shares commenced trading on the TSX and AIM on April 19, 2007.

· Introduced the Horizon Compact, which integrates and enhances the functionality of traditional wireless indoor and outdoor units (IDU and ODU) in a single, native Gigabit Ethernet microwave transmission system. Horizon Compact enhances the value proposition—with 800 Mbps full duplex capacity at lower capital and operational costs—for enabling Carrier Ethernet services.

Fiscal Year 2007 (March 1, 2006 until February 28, 2007)

· Announced the signing of a strategic partnership agreement with Cedicom Company of Russia, a leader in the telecommunication market in Russia and the CIS countries. The agreement will allow the Company to significantly extend its market reach in the Russian market.

· Instituted disruptive market pricing for the AirPair product line, including Flex, AirPair 50/100/200, High Power and APX. The new price represented up to a 25% reduction from previous price levels.

· Announced the expansion of the AirPair™ product family with the addition of the APX-104E and APX-108E to optimize the Company’s TDM service offering and complement its Ethernet market leadership.

ARTICLE 3: DESCRIPTION OF THE BUSINESS

3.1 General

(a) Products and Services

(i) Principal Markets

DragonWave is focused on customers in three target markets: (i) emerging BWA service providers, (ii) traditional service providers, and (iii) large enterprises and government/municipal entities. These three target markets, as well as emerging markets for DragonWave’s products, are detailed below.

Emerging BWA Service Providers

Customers in this market are broadband access service providers that are new market entrants. These new entrants compete with incumbent service providers in their territory of operation, using wireless technology as an alternative delivery mechanism for mobile or fixed broadband services. BWA service providers deliver solutions using access equipment that operates in either licensed or unlicensed spectrum. Examples of DragonWave’s customers within this segment are Clearwire Corporation, Orascom Telecom Holding

S.A.E., Barrett Xplore Inc., TowerStream Corporation and Business Only Broadband LLC, ECAS Telecommunications & Systems Ltd. and Altitude Infrastructure.

Traditional Service Providers

This target market includes incumbent service providers that require wire-line extension, the ability to introduce high-capacity wireless service for mobile applications, or additional infrastructure to support the delivery of broadband services. Customers in this segment use wireless spectrum to offer advanced wireless services on either BWA or 3G cellular technology platforms. Examples of DragonWave’s customers within this segment include Sprint Nextel Corporation and Bell Canada Inc.

Enterprise and Government/Municipal

This target market includes large, multi-site enterprises and organizations that build their own private communications networks rather than purchasing services from service providers. Examples of DragonWave’s customers within this segment include COTA, Washington Department of Transportation, Prosystel SAS and the Dubai Police Department.

Other Target Customer Markets

DragonWave also targets other markets of prospective customers that choose broadband wireless networks as data transport solutions. DragonWave has been, or is currently, in trials with customers such as satellite content providers (content distribution and uplink channel for bi-directional services), cable companies (extension of hybrid fibre/coax plant) and defence services (hardened communications and remote telemetry).

(ii) Distribution Methods

DragonWave distributes its products and services through a combination of direct and indirect sales channels. This strategy permits the Company to broaden its customer coverage, while at the same time retaining contact with its customer base and managing costs. The Company’s sales cycles can be lengthy and often includes network studies and trials of DragonWave’s equipment in laboratory and field environments. Because DragonWave’s products are utilized in large network deployments, the Company’s sales are project-based and accordingly are highly variable from quarter to quarter. The Company’s direct customers are typically service providers that operate networks in large geographical areas. The sales cycle to this class of customer typically involves a trial (or trials), and requires nine to twelve months from first contact before orders are received. Once the order stage is reached, a supply agreement is usually established and multiple orders are processed under one master supply agreement.

Direct Sales Strategy

DragonWave’s direct sales and business development team is comprised of 31 employees and is organized across three geographic regions: North America; Europe, the Middle East and Africa (EMEA); and Asia-Pacific. Direct sales employees are currently based in the United States, Canada, the United Kingdom France and the U.A.E.. DragonWave’s sales and business development team is comprised of dedicated salespeople assigned to specific customer accounts. The Company’s sales personnel have extensive knowledge of network infrastructure. In addition to closely monitoring the Company’s target markets for potential network deployments and new customer opportunities, the Company’s sales team builds on the Company’s existing relationships with its customers’ network planning organizations, including participating in business case development and technical analysis of projects. The Company’s direct sales team targets both traditional wireless service providers and emerging BWA service providers.

The Company has offices in the North America, UK, France and the Middle East.

Indirect Sales Channel Strategy

DragonWave’s indirect sales channel consists primarily of distributors and regional value-added resellers (VARs), and is involved in both channel-initiated sales (sales initiated and serviced by third parties) and channel-fulfilled sales (sales initiated by DragonWave’s direct sales team and serviced by third party resellers). DragonWave’s principal North American distributors are TESSCO Technologies Incorporated, Talley Communications Corp., Alliance Communications Corporation and Hutton Communications. These distributors have been selected based on geographic coverage and access to market verticals. Within North America, the Company’s VARs are identified by these distributors. DragonWave has agreements with several regional VARs in North America. Outside of North America, the Company selects its VARs directly. All VARs are qualified by the Company based on experience deploying microwave equipment, contacts in the Company’s target customer segments, and financial stability. DragonWave’s VARs receive ongoing training from DragonWave, work with dedicated DragonWave account managers, participate in co-operative marketing programs and receive market development funds and support materials for customer sales. DragonWave personnel assist the Company’s VARs with initial installations of the Company’s products to provide quality assurance to end-customers.

DragonWave also works with original equipment manufacturers (OEMs), including system integrators and network equipment vendors, to assist them in providing complete network solutions for their end-customers. The majority of indirect revenues in North America are accounted for by three distributors. DragonWave has agreements with regional VARs in the EMEA, Asia-Pacific, and the United Kingdom. DragonWave now has installations in 45 countries around the world.

(iii) Revenues

The Company’s revenue in the 2009 fiscal year was $43.3 million, compared with $40.4 million for the 2008 fiscal year. Almost of all of the Company’s revenue originated from its AirPair and Horizon product lines. In the 2008 and 2009 fiscal years, the Company did not derive any of its revenues from sales to customers who were investees (outside of the consolidated entity) or controlling shareholders of the Company.

(b) Production and Services

The Company outsources most of its manufacturing and certain of its supply chain management and distribution functions. The outsourcing of these functions allows the Company to focus on the design, development, sale and support of the Company’s products. In addition, the Company is able to leverage the economies of scale and expertise of specialized outsourced manufacturers, reduce manufacturing and supply chain risk and reduce distribution costs.

DragonWave’s primary outsourced manufacturer is BreconRidge Corporation (“BreconRidge”), one of the world’s top 50 electronics manufacturing services companies. BreconRidge specializes in the communications, industrial and consumer market sectors. BreconRidge is ISO 9001 certified and has manufacturing facilities in Canada, the United States, the United Kingdom and China. The Company’s products are manufactured at BreconRidge’s facility in Ottawa, Ontario, Canada. Terence Matthews, a director of the Company, has a significant equity interest in BreconRidge.

DragonWave also outsources certain manufacturing functions to Plexus Corp. of the United States. Plexus Corp. (“Plexus”) is an award-winning participant in the Electronics Manufacturing Services (EMS) industry, providing product design, supply chain and materials management, manufacturing, test,

fulfillment and aftermarket solutions to branded product companies in the Wireline/Networking, Wireless Infrastructure, Medical, Industrial/Commercial and Defense/Security/Aerospace market sectors.

Plexus’s manufacturing model and global supply chain solutions are strategically enhanced by value-added product design and engineering services. Plexus specializes in mid-to low-volume, higher-mix customer programs that require flexibility, scalability, technology and quality.

Plexus provides award-winning customer service to more than 100 branded product companies in North America, Europe and Asia.

The manufacturing of the Company’s products has been allocated among key suppliers to reduce the risks associated with using a single supply source and to ensure competitive pricing and levels of service.

(c) Specialized Skill and Knowledge

The Company’s ability to develop technologically superior and/or most cost-effective solutions relative to its competitors can only be achieved through its continued research and development (R&D) efforts.

DragonWave’s R&D activities take place at its headquarters in Ottawa, Ontario, Canada. DragonWave currently has approximately 74 personnel in its engineering group, representing approximately 51% of the Company’s total personnel (including contractors). The majority of the Company’s engineering staff holds technical degrees in engineering. A large number of the senior engineering personnel have worked together for several years and have been responsible for the development of DragonWave’s products. The Company’s R&D team works closely with DragonWave’s growing customer base, and incorporates feedback from the Company’s direct and indirect sales teams into its product development plans to improve the Company’s products and address emerging market requirements.

R&D expenses have historically been, and will continue to be, a significant portion of DragonWave’s overall cost structure as DragonWave will continue to invest in new product features and new platforms to better serve the current and future needs of its customers. The Company invested 25% and 26% of its revenues in R&D during fiscal 2009 and fiscal 2008, respectively.

(d) Competitive Conditions

DragonWave faces competition in its target markets from two types of microwave equipment suppliers: PDH (Plesiochronous Digital Hierarchy) equipment suppliers and Ethernet equipment suppliers. Microwave equipment has historically been used to address the backhaul requirements of 2G cellular applications and, today, the market is dominated by PDH products. The leading suppliers of PDH microwave equipment are NEC Corporation, Alcatel Lucent, Telefonaktiebolaget LM Ericsson and Nokia Corporation. While DragonWave competes with suppliers of PDH backhaul products of T1s and E1s used in 2G networks, DragonWave’s native Ethernet based products are optimized for the transport of packet based networks and feature significantly higher capacity, and a manufacturing process that delivers this high capacity at a lower price, than PDH equipment. A second category of equipment suppliers for backhaul applications are, like DragonWave, focused on Ethernet based products in IP networks. These suppliers are DragonWave’s main competitors and include Ceragon Networks Ltd. of Israel and Harris Stratex Networks, Inc. of the United States. DragonWave encounters these competitors in network builds focused on IP traffic. Management believes that DragonWave’s bandwidth capability/flexibility, and all-outdoor solution, performance and simplicity differentiate the Company’s solution from products offered by its competitors.

10 (e) New Products or Services

DragonWave made product announcements in fiscal 2009 in support of its strategy to continue to introduce innovative products into the market place with enhanced functionality and lower price points. Horizon was introduced as a new product line at the beginning of fiscal 2008. This product line is currently available in the all outdoor version, Horizon Compact, and the split mount version, Horizon Duo, which was introduced at the beginning of fiscal year 2009. The Company also expanded its frequency coverage to the 6 to 8 GHz licensed radio frequencies enabling it to address additional applications requiring longer reach in higher rain rate regions. In addition , the Company has developed new offerings to support legacy traffic in order to increase its addressable market size. The Company introduced its Service Delivery Unit (SDU) in three versions. A 16-port T1/E1 version, a two-port DS3 version and a one-port OC3/STM1 version. The SDU enables carriers to gradually and cost-effectively migrate more of their network from TDM circuits to packet-based traffic and realize the benefits of true network convergence.

(f) Components

DragonWave’s solution consists of links, each comprised of two radios, two modems, and two antennas. Each set of links includes DragonWave’s proprietary embedded software and FPGA firmware. DragonWave’s links incorporate commercially-available electronic components sourced from third party suppliers, including field programmable gate arrays, monolithic microwave integrated circuits and micro processors. The antennas used in DragonWave’s wireless carrier-Ethernet links are manufactured by third party suppliers.

The manufacture of the Company’s products depends on obtaining adequate supplies of third party components on a timely basis. The Company sources several key components used in the manufacture of its products from a limited number of suppliers, and in some instances, a single source supplier. See under the heading “Risk Factors” below.

(g) Intangible Properties

In accordance with industry practice, the Company protects its proprietary rights through a combination of patent, copyright, trade-mark and trade secret laws and contractual provisions.

Patent law offers some protection for the Company’s current and future products and may protect certain elements of the Company’s manufacturing processes. DragonWave’s patent strategy is focused on protecting novel elements of the following aspects of the Company’s product and manufacturing design:

· core design features (including certain circuits and algorithms required for advanced, low-cost point-to-point radio implementations);

· implementation technologies (consisting of the proprietary aspects of the Company’s manufacturing design that permit low-cost automated assembly and testing);

· certain key wireless Ethernet networking technologies for high-speed, high performance metro Ethernet networking applications (including bandwidth scaling feature (marketed as “Flex”), mesh rapid link shutdown feature, mesh node packaging/integration); and

· other key features of the Company’s products (including AirPair Flex functionality, RF-loopback, mesh nodes and tri-mode mesh panel features).

The Company’s active patent portfolio consists of 13 pending applications, and 5 issued patents.

11 The source code for the Company’s software, the proprietary software embedded in its hardware products and the Company’s manufacturing designs are protected under trade secret law and as unpublished, copyrighted works. The Company recognizes, however, that effective copyright protection may not be available in some countries in which it distributes products. The Company licenses the use of its software to its customers and resellers. These licenses contain standard provisions prohibiting the unauthorized reproduction, disclosure, reverse engineering or transfer of the Company’s software product.

The Company’s general practice is to enter into confidentiality and non-disclosure agreements with its employees, consultants, manufacturers, suppliers, customers, channel partners and others to attempt to limit access to and distribution of its proprietary information. In addition, it is the Company’s practice to enter into agreements with its employees that include an assignment to the Company of all intellectual property developed in the course of employment.

The Company has registered trademarks for the name “DragonWave” and “AirPair” in Canada. The company also has a registered trademark for the name “DRAGONWAVE” in the United States.

(h) Cycles

There is no seasonal effect on the Company’s sales patterns; however, quarterly results may fluctuate especially when multi-year or multi-quarter projects are booked.

(i) Economic Dependence

The Company has been dependent, and expects that in at least the next twelve months it will continue to be dependent, on a key customer. This customer represented approximately 19% of sales for the year ended February 28, 2009 versus 27% of sales for the year ended February 29, 2008. The Company supplies products to its customers on a purchase order basis and, accordingly, customers are under no ongoing obligation to buy the Company’s products. If one or more of the Company’s customers discontinues its relationship with the Company for any reason, or reduces or postpones current or expected purchases of the Company’s products or services, the Company’s business, results of operations and financial condition could be materially adversely affected. See “Risk Factors” below.

(j) Changes to Contracts

As of the date of this Annual Information Form, DragonWave does not anticipate any changes to existing contracts that would have a material effect on the current financial year’s results.

(k) Environmental Protection

Environmental protection requirements currently have no material financial or operational effect on the capital expenditures, earnings or competitive position of DragonWave, and are not expected to have any material effect in future years. However, there may be health and safety risks associated with wireless products. See “Risk Factors” below.

(l) Employees

As of February 28, 2009, DragonWave had 144 full-time and hourly employees.

(m) Foreign Operations

DragonWave markets its products to customers outside of Canada through both direct and indirect distribution channels (see Section 3.1(a)(ii), and Section 4.1, “Risk Factors”).

(n) Lending

As at February 28, 2009, DragonWave had a $5.0 million credit facility with a major U.S.-based bank to support working capital. This credit facility is formula based whereby the Company is permitted to draw from the line based on a percentage of accounts receivable. As at May 7, 2009, the Company has updated its credit facility to include a $10.0 million USD line to support operations and a $3.0 million USD line to support capital expenditures.

DragonWave restricts its investments to interest-bearing, short-term investment grade securities.

3.2 Bankruptcy and Similar Procedures

The Company has never been subject to a bankruptcy, receivership or similar procedure and no such procedures are proposed for the current fiscal year.

3.3 Reorganizations

Immediately prior to the closing of the Company’s IPO on April 19, 2007, the Company completed a capital reorganization pursuant to which all of the Company’s then-outstanding convertible debt and preferred shares were converted into common shares.

ARTICLE 4: RISK FACTORS

4.1 Risk Factors

Readers should carefully consider the following risk factors in addition to the other information contained in this Annual Information Form. The risks and uncertainties below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial also may impair its business operations and cause the price of its common shares to decline. If any of the following risks actually occur, the Company’s business may be harmed and its financial condition and results of operations may suffer significantly. In that event, the trading price of its common shares could decline, and a purchaser may lose all or part of his, her or its investment.

Risks Related to the Company’s Business and Industry

The Company’s growth is dependent on the development and growth of the market for broadband wireless access.

The market for broadband wireless access is still emerging and the market demand, price sensitivity and preferred business model to deliver BWA service remains highly uncertain. The Company’s growth is dependent on, among other things, the size and pace at which the BWA market develops. If the BWA market does not gain widespread acceptance and declines, remains constant or grows more slowly than anticipated, the Company may not be able to grow or sustain its growth, and the Company’s overall revenues and operating results will be materially and adversely affected.

In particular, the Company’s products are optimized for service providers that wish to deploy networks based on emerging BWA technologies such as WiMAX and WiFi. There can be no assurance that there will be sufficient end-user demand for services offered using BWA network technologies. Other competing technologies may be developed that have advantages over BWA technologies, and service providers of other networks based on these competing technologies may be able to deploy their networks at a lower cost, which may allow these service providers to compete more effectively.

Service providers that do choose to deploy emerging BWA technologies are also dependent on suppliers other than DragonWave in order to build and operate their networks. If these third party suppliers are not successful in developing the network components, subscriber equipment and other equipment required by the Company’s customers in a timely and cost-efficient manner, network deployments by the Company’s customers and demand for the Company’s products will be materially and adversely affected.

The Company relies on a small number of customers for a large percentage of its revenue.

The Company has been dependent, and expects that in at least the next twelve months it will continue to be dependent, on a key customer. This customer represented approximately 19% of sales for the year ended February 28, 2009 versus 27% of sales for the year ended February 29, 2008. The Company supplies products to its customers on a purchase order basis and, accordingly, customers are under no ongoing obligation to buy the Company’s products. If one or more of the Company’s customers discontinues its relationship with the Company for any reason, or reduces or postpones current or expected purchases of the Company’s products or services, the Company’s business, results of operations and financial condition could be materially adversely affected.

The Company faces intense competition from several competitors and if it does not compete effectively with these competitors, its revenue may not grow and could decline.

The Company has experienced, and expects to continue to experience, intense competition from a number of companies. The Company competes principally with Harris Stratex Networks, Inc. and Ceragon Networks Ltd. The Company’s existing and/or new competitors may announce new products, services or enhancements that better meet the needs of customers or changing industry standards or deeply discount the price of their products. Further, new competitors or alliances among competitors could emerge. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company’s competitors may also establish or strengthen co-operative relationships with sales channel partners or other parties with whom the Company has strategic relationships, thereby limiting the Company’s ability to promote its products.

Many of the Company’s competitors and potential competitors have significantly greater financial, technical, marketing and/or service resources than the Company and/or have greater geographical reach to existing and prospective customers. Many of these companies also have a larger installed base of products, longer operating histories or greater name recognition than the Company. Customers of the Company’s products are particularly concerned that their suppliers will continue to operate and provide upgrades and maintenance over a long-term period. The Company’s relatively small size and short operating history may be considered negatively by prospective customers. In addition, the Company’s competitors may be able to respond more quickly than the Company to changes in end-user requirements and devote greater resources to the enhancement, promotion and sale of their products.

The Company faces competition from indirect competitors.

In addition to direct competitors, the Company faces competition from broadband technologies that compete with wireless transmission. The Company’s products compete to a certain extent with other high-speed communications solutions, including fibre-optic lines, DSL, free space optics, low and medium capacity point-to-point radios and other wireless technologies. Some of these technologies utilize existing installed infrastructure and have achieved significantly greater market acceptance and penetration than high-capacity broadband wireless technologies. The Company’s wireless products and many other wireless products require a direct line of sight between antennas, potentially limiting deployment options and the ability to deploy products in a cost-effective manner. In addition, customers may wish to use transmission frequencies

for which the Company does not offer products and therefore such customers may turn to competitors of the Company to fulfill their requirements. The Company expects to face increasing competitive pressures from both current and future technologies in the broadband access market. In light of these factors, the market for broadband wireless solutions may fail to develop or may develop more slowly than expected. Any of these outcomes could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company’s success depends on its ability to develop new products and enhance existing products.

The markets for the Company’s products are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements. The introduction of products embodying new technology and the emergence of new industry standards can render the Company’s existing products obsolete and unmarketable and can exert price pressures on existing products. It is critical to the success of the Company to be able to anticipate and react quickly to changes in technology or in industry standards and to successfully develop and introduce new, enhanced and competitive products on a timely basis. In particular, the continued acceptance and future success of the Company’s product offerings will depend on the capacity of those products to handle growing volumes of traffic, their reliability and security, and their cost-effectiveness compared to competitive product offerings. The Company cannot give assurance that it will successfully develop new products or enhance and improve its existing products, that new products and enhanced and improved existing products will achieve market acceptance or that the introduction of new products or enhanced existing products by others will not render the Company’s products obsolete. The Company’s inability to develop products that are competitive in technology and price and that meet customer needs could have a material adverse effect on the Company’s business, financial condition and results of operations. Accelerated product introductions and short product life cycles require high levels of expenditure for research and development that could adversely affect the Company’s operating results. Further, any new products that the Company develops could require long development and testing periods and may not be introduced in a timely manner or may not achieve the broad market acceptance necessary to generate significant revenue.

As the Company develops new products, its older products will reach the end of their lives. As the Company discontinues the sale of these older products, the Company must manage the liquidation of inventory, supplier commitments and customer expectations. If the Company is unable to properly manage the discontinuation of older products and secure customer acceptance of new products, it could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company has a history of losses and cannot provide assurance that it will attain profitability. If the Company fails to do so, its share price may decline.

The Company reported net losses of $10.724 million for fiscal 2007 and $8.536 million for fiscal 2008 and $5.989 million for fiscal 2009. The Company expects to grow expenses in relation to revenue. The Company cannot provide assurance that it will be able to attain profitability on a quarterly or annual basis or if achieved, may not be able to sustain profitability. The Company’s business strategies may not be successful. The Company’s results of operations will be harmed if its revenue does not increase at a rate equal to or greater than increases in its expenses or if the Company’s revenue is insufficient for it to attain profitability. If the Company is not able to attain profitability, its share price may decline and it may require additional financing, which may not be available.

Failure to manage the Company’s growth successfully may adversely impact its operating results.

The growth of the Company’s operations places a strain on managerial, financial and human resources. The Company’s ability to manage future growth will depend in large part upon a number of factors, including the ability of the Company to rapidly:

· build a network of channel partners to create an expanding presence in the evolving marketplace for the Company’s products and services;

· build a sales team to keep customers and channel partners informed regarding the technical features, issues and key selling points of its products and services;

· attract and retain qualified technical personnel in order to continue to develop reliable and flexible products and provide services that respond to evolving customer needs;

· develop support capacity for customers as sales increase, so that the Company can provide post-sales support without diverting resources from product development efforts; and

· expand the Company’s internal management and financial controls significantly, so that the Company can maintain control over its operations and provide support to other functional areas as the number of personnel and the Company’s size increases.

The Company’s inability to achieve any of these objectives could harm the Company’s business, financial condition and results of operations.

The Company’s quarterly revenue and operating results can be difficult to predict and can fluctuate substantially.

The Company’s revenue is difficult to forecast, is likely to fluctuate significantly and may not be indicative of future performance from quarter to quarter. In addition, the Company’s operating results may not follow any past trends. The factors affecting the Company’s revenue and results, many of which are outside of its control, include:

· competitive conditions in the industry, including strategic initiatives by the Company or its competitors, new products or services, product or service announcements and changes in pricing policy by the Company or its competitors;

· market acceptance of the Company’s products and services;

· the Company’s ability to maintain existing relationships and to create new relationships with channel partners;

· varying size, timing and contractual terms of orders for the Company’s products, which may delay the recognition of revenue;

· the project based nature of deployments of the Company’s products;

· the discretionary nature of purchase and budget cycles of the Company’s customers and changes in their budgets for, and timing of, equipment purchases;

· strategic decisions by the Company or its competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

· general weakening of the economy resulting in a decrease in the overall demand for telecommunications products and services or otherwise affecting the capital investment levels of service providers;

· timing of product development and new product initiatives; and

· the length and variability of the sales cycles for the Company’s products.

Because the Company’s quarterly revenue is dependent upon a relatively small number of transactions, even minor variations in the rate and timing of conversion of its sales prospects into revenue could cause it to

plan or budget inaccurately, and those variations could adversely affect its financial results. Delays, reductions in the amount or cancellations of customers’ purchases would adversely affect the Company’s business, results of operations and financial condition.

A general global economic downturn may negatively affect the Company’s customers and their ability to purchase the Company’s products. Such events may decrease revenue and increase cost and may increase credit risk with the Company’s customers and impact its ability to collect accounts receivable.

Disruptions in the financial markets have had and may continue to have an adverse effect on the U.S. and world economy, which could negatively impact business spending patterns. Current tightening of credit in financial markets could adversely affect the ability of the Company’s customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in or cancellation of orders for its products.

The extent of the current financial market conditions and the accompanying economic downturn may exacerbate some of the risk factors the Company is exposed to. The effects of a tighter credit market for consumer, business, and operator spending may have several adverse effects, including reduced demand for products, resulting in increased price competition or deferment of purchases and orders by customers. Additional effects may include increased demand for customer finance, difficulties in collection of accounts receivable and increased risk of counterparty failures.

Economic and geopolitical uncertainty may negatively affect the Company.

The market for the Company’s products depends on economic and geopolitical conditions affecting the broader market. Economic conditions globally are beyond the Company’s control. In addition, acts of terrorism and the outbreak of hostilities and armed conflicts between countries can create geopolitical uncertainties that may affect the global economy. Downturns in the economy or geopolitical uncertainties may cause customers to delay or cancel projects, reduce their overall capital or operating budgets or reduce or cancel orders for the Company’s products, which could have a material adverse effect on its business, results of operations and financial condition.

Currency fluctuations may adversely affect the Company.

A substantial portion of the Company’s revenue is earned in U.S. dollars, but a substantial portion of the Company’s operating expenses is incurred in Canadian dollars. Fluctuations in the exchange rate between the U.S. dollar and other currencies, such as the Canadian dollar, may have a material adverse effect on the Company’s business, financial condition and operating results. The Company’s policy is to hedge a portion of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, the Company may not hedge entirely the exposure related to any one foreign currency and it may not hedge its exposure at all with respect to certain foreign currencies.

Credit risk may adversely affect the Company.

The company is exposed to credit risk in respect to accounts receivable in the event that its counterparties do not meet their obligations. The Company minimizes its credit risk with respect to accounts receivable by performing credit reviews for each of its customers. Both economic and geopolitical uncertainty can influence the ultimate collectability of these receivable amounts. Failure to collect outstanding receivables could have a material adverse effect on its business, results of operations and financial condition.

If the Company is required to change its pricing models to compete successfully, its margins and operating results may be adversely affected.

The intensely competitive market in which the Company conducts its business may require it to reduce its prices. If the Company’s competitors offer deep discounts on certain products or services in an effort to recapture or gain market share or to sell other products and services, the Company may be required to lower prices or offer other favourable terms to compete successfully. Any such changes would reduce the Company’s margins and could adversely affect the Company’s operating results.

If sufficient radio frequency spectrum is not allocated for use by the Company’s products, or the Company fails to obtain regulatory approval for its products, the Company’s ability to market its products may be restricted.

Radio communications are subject to regulation in North America, Europe and other jurisdictions in which the Company sells its products. Generally, the Company’s products must conform to a variety of national and international requirements established to avoid interference among users of transmission frequencies and to permit interconnections of telecommunications equipment. In addition, the Company’s products are affected by the allocation and auction of radio frequency spectrum by governmental authorities. Such governmental authorities may not allocate sufficient radio frequency spectrum for use by the Company’s products. Historically, in many developed countries, the unavailability of frequency spectrum has inhibited the growth of wireless telecommunications networks.

To operate in any given jurisdiction, the Company must obtain regulatory approval for its products. Each jurisdiction in which the Company markets its products has its own regulations governing radio communications. Products that support emerging wireless telecommunications services can be marketed in a jurisdiction only if permitted by suitable frequency allocations and regulations, and the process of establishing new regulations is complex and lengthy.

If the Company is unable to obtain sufficient allocation of radio frequency spectrum by the appropriate governmental authority or obtain the proper regulatory approval for its products, the Company’s business, financial condition and results of operations may be harmed.

If unable to secure a license for applicable spectrum frequency, a customer or end-user may not deploy a wireless network using the Company’s products.

The Company’s products operate primarily on government-licensed spectrum frequencies. Users of the Company’s products must either have a license to operate and provide communications services in the applicable frequency or must acquire the right to do so from another license holder. The obtaining of such licenses is a lengthy process and is subject to significant uncertainties regarding timing and availability. There is no assurance as to when any government may license spectrum or as to whether the Company’s customers will be successful in securing any necessary licenses.

In addition, if a license holder of such spectrum frequency files for liquidation, dissolution or bankruptcy, substantial time could pass before its licenses are transferred, cancelled, reissued or made available by the applicable government licensing authority. Until the licenses are transferred, cancelled, reissued or otherwise made available, other operators may be precluded from operating in such licensed frequencies, which could decrease demand for the Company’s products. In addition, if the authorities choose to revoke licenses for certain frequencies, demand for the Company’s products may decrease as well.

Change in government regulation, or industry standards, may limit the potential markets for the Company’s products. The Company may need to modify its products, which may increase the Company’s product costs and adversely affect the Company’s ability to become profitable.

The emergence or evolution of regulations and industry standards for wireless products, through official standards committees or widespread use by operators, could require the Company to modify its systems. This may be expensive and time-consuming. Radio frequencies are subject to extensive regulation under the laws of the United States, foreign laws and international treaties. Each country has different regulations and regulatory processes for wireless communications equipment and uses of radio frequencies. Any failure by regulatory authorities to allocate suitable, sufficient radio frequencies to potential customers in a timely manner could negatively impact demand for the Company’s products and may result in the delay or loss of potential orders for its products. In addition, if new industry standards emerge that the Company does not anticipate, its products could be rendered obsolete.

The Company’s ability to sell products and services is dependent upon it establishing and maintaining relationships with channel partners.

The Company is dependent upon its ability to establish and develop new relationships and to build on existing relationships with channel partners, which it relies on to sell its current and future products and services. The Company cannot provide assurance that it will be successful in maintaining or advancing its relationships with channel partners. In addition, the Company cannot provide assurance that its channel partners will act in a manner that will promote the success of the Company’s products and services. Failure by channel partners to promote and support the Company’s products and services could adversely affect its business, results of operations and financial condition.

Some channel partners also sell products and services of the Company’s competitors. If some of the Company’s competitors offer their products and services to channel partners on more favourable terms or have more products or services available to meet their needs, there may be pressure on the Company to reduce the price of its products or services or increase the commissions payable to channel partners, failing which the Company’s channel partners may stop carrying its products or services or de-emphasize the sale of its products and services in favor of the products and services of competitors.

The Company relies primarily upon an outsourced manufacturer and the Company is exposed to the risk that this manufacturer will not be able to satisfy its manufacturing needs on a timely basis.

The Company does not have any internal manufacturing capabilities and it relies upon a small number of outsourced manufacturers to manufacture its products. Substantially all of the Company’s products are currently manufactured by BreconRidge Corporation (“BreconRidge”) and Plexus Corporation (“Plexus”). BreconRidge is a company in which Terence Matthews, a director and a shareholder of the Company, holds a significant equity interest. The Company’s ability to ship products to its customers could be delayed or interrupted as a result of a variety of factors relating to its outsourced manufacturers, including:

· the Company’s outsourced manufacturers not being required to manufacture its products on a long-term basis in any specific quantity or at any specific price;

· early termination of, or failure to renew, contractual arrangements;

· the Company’s failure to effectively manage its outsourced manufacturer relationships;

· the Company’s outsourced manufacturers experiencing delays, disruptions or quality control problems in their manufacturing operations;

· lead-times for required materials and components varying significantly and being dependent on factors such as the specific supplier, contract terms and the demand for each component at a given time;

· the Company underestimating its requirements, resulting in its outsourced manufacturers having inadequate materials and components required to produce its products, or overestimating its requirements, resulting in charges assessed by the outsourced manufacturers or liabilities for excess inventory, each of which could negatively affect the Company’s gross margins; and

· the possible absence of adequate capacity and reduced control over component availability, quality assurances, delivery schedules, manufacturing yields and costs.

Total net product and services purchases from BreconRidge in the fiscal year ended February 28, 2009 was $14.1 million. In the fiscal year ended 2008 it was $14.8 million. Although Management believes that BreconRidge and Plexus has sufficient economic incentive to perform the Company’s manufacturing, the resources devoted to these activities by BreconRidge and Plexus is not within the Company’s control, and there can be no assurance that manufacturing problems will not occur in the future. Insufficient supply or an interruption or stoppage of supply from BreconRidge and Plexus or the Company’s inability to obtain additional manufacturers when and if needed, could have a material adverse effect on the Company’s business, results of operations and financial condition.

If any of the Company’s outsourced manufacturers are unable or unwilling to continue manufacturing its products in required volumes and quality levels, the Company will have to identify, qualify, select and implement acceptable alternative manufacturers, which would likely be time consuming and costly. In addition, an alternate source may not be available to the Company or may not be in a position to satisfy the Company’s production requirements at commercially reasonable prices and quality. Therefore, any significant interruption in manufacturing would result in the Company being unable to deliver the affected products to meet its customer orders.

The Company relies on its suppliers to supply components for its products and it is exposed to the risk that these suppliers will not be able to supply components on a timely basis, or at all.

The manufacturers of the Company’s products depend on obtaining adequate supplies of components on a timely basis. The Company sources several key components used in the manufacture of its products from a limited number of suppliers, and in some instances, a single source supplier.

In addition, these components are often acquired through purchase orders and the Company may have no long-term commitments regarding supply or pricing from their suppliers. Lead-times for various components may lengthen, which may make certain components scarce. As component demand increases and lead-times become longer, the Company’s suppliers may increase component costs. The Company also depends on anticipated product orders to determine its materials requirements. Lead-times for limited-source materials and components can be as long as six months, vary significantly and depend on factors such as the specific supplier, contract terms and demand for a component at a given time. From time to time, shortages in allocations of components have resulted in delays in filling orders. Shortages and delays in obtaining components in the future could impede the Company’s ability to meet customer orders. Any of these sole source or limited source suppliers could stop producing the components, cease operations entirely, or be acquired by, or enter into exclusive arrangements with, the Company’s competitors. As a result, these sole source and limited source suppliers may stop selling their components to the Company’s outsourced manufacturers at commercially reasonable prices, or at all. Any such interruption, delay or inability to obtain these components from alternate sources at acceptable prices and within a reasonable amount of time would adversely affect the Company’s ability to meet scheduled product deliveries to its customers and reduce margins realized.

Alternative sources of components are not always available or available at acceptable prices. In addition, the Company relies on, but has limited control over, the quality, reliability and availability of the components

supplied to it. If the Company cannot manufacture its products due to a lack of components, or is unable to redesign its products with other components in a timely manner, the Company’s business, results of operations and financial condition could be adversely affected.

If the Company’s intellectual property is not adequately protected, the Company may lose its competitive advantage.

The Company’s success depends in part on its ability to protect its rights in its intellectual property. The Company relies on various intellectual property protections, including patents, copyright, trade-mark and trade secret laws and contractual provisions, to preserve its intellectual property rights. The Company’s present protective measures may not be adequate or enforceable to prevent misappropriation of the Company’s technology or third party development of the same or similar technology. Despite these precautions, it may be possible for third parties to obtain and use the Company’s intellectual property without its authorization. Policing unauthorized use of intellectual property is difficult, and some foreign laws do not protect proprietary rights to the same extent as the laws of Canada, the United States or the United Kingdom.

To protect the Company’s intellectual property, the Company may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays, materially disrupt the conduct of the Company’s business or adversely affect its revenue, financial condition and results of operations.

The Company’s business may be harmed if it infringes on the intellectual property rights of others.

The Company’s commercial success depends, in part, upon the Company not infringing intellectual property rights owned by others. A number of the Company’s competitors and other third parties have been issued patents and may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those used by the Company in its products. Some of these patents may grant very broad protection to the owners of the patents. The Company cannot determine with certainty whether any existing third party patents or the issuance of any third party patents would require it to alter its technology, obtain licenses or cease certain activities. The Company may become subject to claims by third parties that its technology infringes their intellectual property rights due to the growth of products in the Company’s target markets, the overlap in functionality of these products and the prevalence of products. Aggressive patent litigation is not uncommon in the Company’s industry and can be disruptive. The Company may become subject to these claims either directly or through indemnities against these claims that it routinely provides to its customers and channel partners.

In addition, the Company has received, and may receive in the future, claims from third parties asserting infringement and other related claims. Litigation may be necessary to determine the scope, enforceability and validity of such third party proprietary rights or to establish the Company’s proprietary rights. Some of the Company’s competitors have, or are affiliated with companies having, substantially greater resources than the Company and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for a longer period of time than the Company. Regardless of their merit, any such claims could:

· be time consuming to evaluate and defend;

· result in costly litigation;

· cause product shipment delays or stoppages;

· divert the attention and focus of management and technical personnel away from the business;

· subject the Company to significant damages, noting that in the United States plaintiffs may be entitled to treble damages if intellectual property infringement is found to be willful;

· subject the Company to significant other liabilities, including liability to indemnify end-customers pursuant to standard contractual indemnities entered into by the Company in favour of those customers;

· require the Company to enter into costly royalty or licensing agreements; and

· require the Company to modify, rename or stop using the infringing technology.

The Company may be prohibited from developing or commercializing certain technologies and products unless the Company obtains a license from a third party. There can be no assurance that the Company will be able to obtain any such license on commercially favourable terms, or at all. If the Company does not obtain such a license, its business, results of operations and financial condition could be materially adversely affected and the Company could be required to cease related business operations in some markets and to restructure its business to focus on operations in other markets.

Moreover, license agreements with third parties may not include all intellectual property rights that may be issued to or owned by the licensors, and future disputes with these parties are possible. Current or future negotiations with third parties to establish license or cross license arrangements, or to renew existing licenses, may not be successful and the Company may not be able to obtain or renew a license on satisfactory terms or at all. If required licenses cannot be obtained, or if existing licenses are not renewed, litigation could result.

The loss of rights to use software currently licensed to the Company by third parties could increase the Company’s operating expenses by forcing it to seek alternative technology and adversely affect the Company’s ability to compete.

The Company licenses certain software used in its products from third parties, generally on a non-exclusive basis. The termination of any of these licenses or the failure of the licensors to adequately maintain or update their software, could delay the Company’s ability to ship its products while the Company seeks to implement alternative technology offered by other sources and could require significant unplanned investments on the Company’s part if it is forced to develop alternative technology internally. In addition, alternative technology may not be available on commercially reasonable terms from other sources. In the future, it may be necessary or desirable to obtain other third party technology licences relating to one or more of the Company’s products or relating to current or future technologies to enhance the Company’s product offerings. There is a risk that the Company will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, if at all.

The Company has a lengthy and variable sales cycle.

It is difficult for the Company to forecast the timing of revenue from sales of its products because its customers typically invest substantial time, money and other resources researching their needs and available competitive alternatives before deciding to purchase the Company’s products and services. Typically, the larger the potential sale, the more time, money and other resources will be invested by customers. As a result, it may take many months after the Company’s first contact with an end-customer before a sale can actually be completed. In addition, the Company relies on its channel partners to sell its products to customers and, therefore, the Company’s sales efforts are vulnerable to delays at both the channel partner and the end-customer level.

During these long sales cycles, events may occur that affect the size or timing of the order or even cause it to be cancelled, including:

· purchasing decisions may be postponed, or large purchases reduced, during periods of economic uncertainty;

· the Company or its competitors may announce or introduce new products or services;

· the Company’s competitors may offer lower prices; or

· budget and purchasing priorities of customers may change.

If these events were to occur, sales of the Company’s products or services may be cancelled or delayed, which would reduce the Company’s revenue.

The Company’s ability to recruit and retain management and other qualified personnel is crucial to its ability to develop, market, sell and support its products and services.

The Company depends on the services of its key technical, sales, marketing and management personnel. The loss of any of these key persons could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company’s success is also highly dependent on its continuing ability to identify, hire, train, motivate and retain highly qualified technical, sales, marketing and management personnel. Competition for such personnel can be intense, and the Company cannot provide assurance that it will be able to attract or retain highly qualified technical, sales, marketing and management personnel in the future. Stock options comprise a significant component of the Company’s compensation of key employees, and if the Company’s share price declines, it may be difficult to recruit and retain such individuals. The Company’s inability to attract and retain the necessary technical, sales, marketing and management personnel may adversely affect its future growth and profitability. It may be necessary for the Company to increase the level of compensation paid to existing or new employees to a degree that its operating expenses could be materially increased. The Company does not currently maintain corporate life insurance policies on key employees.

The Company may be unable to identify and complete acquisitions. Acquisitions could divert management’s attention and financial resources, may negatively affect the Company’s operating results and could cause significant dilution to shareholders.

In the future, the Company may engage in selective acquisitions of products or businesses that it believes are complementary to its products or business. There is a risk that the Company will not be able to identify suitable acquisition candidates available for sale at reasonable prices, complete any acquisition, or successfully integrate any acquired product or business into its operations. The Company is likely to face competition for acquisition candidates from other parties including those that have substantially greater available resources. Acquisitions may involve a number of other risks, including:

· diversion of management’s attention;

· disruption to the Company’s ongoing business;

· failure to retain key acquired personnel;

· difficulties in integrating acquired operations, technologies, products or personnel;

· unanticipated expenses, events or circumstances;

· assumption of disclosed and undisclosed liabilities;

· inappropriate valuation of the acquired in-process research and development, or the entire acquired business; and

· difficulties in maintaining customer relations.

If the Company does not successfully address these risks or any other problems encountered in connection with an acquisition, the acquisition could have a material adverse effect on the Company’s business, results of operations and financial condition. Problems with an acquired business could have a material adverse

effect on the Company’s performance or its business as a whole. In addition, if the Company proceeds with an acquisition, the Company’s available cash may be used to complete the transaction, diminishing its liquidity and capital resources, or shares may be issued which could cause significant dilution to existing shareholders.

Defects in the Company’s products could result in significant costs to the Company and could impair its ability to sell its products.

The Company’s products are complex and, accordingly, they may contain defects or errors, particularly when first introduced or as new versions are released. The Company may not discover such defects or errors until after a product has been released and used by its end-customers. Defects and errors in the Company’s products could materially and adversely affect the Company’s reputation, result in significant costs to it, delay planned release dates and impair its ability to sell its products in the future. The costs incurred in correcting any product defects or errors may be substantial and could adversely affect the Company’s operating margins. While the Company plans to continually test its products for defects and errors and work with customers through the Company’s post-sales support services to identify and correct defects and errors, defects or errors in the Company’s products may be found in the future.

If a successful product liability claim were made against the Company, the Company’s business could be seriously harmed.

The Company’s agreements with its customers typically contain provisions designed to limit its exposure to potential product liability claims. Despite this, it is possible that this limitation of liability provisions may not be effective as a result of existing or future laws or unfavourable judicial decisions. The Company has not experienced a material product liability claim to date; however, the sale and support of the Company’s products may entail the risk of those claims, which are likely to be substantial in light of the use of its products in critical applications. A successful product liability claim could result in significant monetary liability and could seriously harm the Company’s business.

There may be health and safety risks relating to wireless products.

In recent years, there has been publicity regarding the potentially negative direct and indirect health and safety effects of electromagnetic emissions from cellular telephones and other wireless equipment sources, including allegations that these emissions may cause cancer. The Company’s wireless communications products emit electromagnetic radiation. Health and safety issues related to the Company’s products may arise that could lead to litigation or other actions against the Company or to additional regulation of the Company’s products. The Company may be required to modify its technology and may not be able to do so. The Company may also be required to pay damages that may reduce its profitability and adversely affect its financial condition. Even if these concerns prove to be baseless, the resulting negative publicity could affect the Company’s ability to market its products and, in turn, could harm its business and results of operations.

Risks Related to the Company’s Common Shares

The Company’s share price may be volatile.

The market price of the Company’s common shares is volatile and subject to wide fluctuations due to a number of factors, including:

· low trading volumes of the Company’s common shares;

· actual or anticipated fluctuations in the Company’s results of operations;

· changes in estimates of the Company’s future results of operations by it or securities analysts;

· announcements of technological innovations or new products or services by the Company or its competitors;

· changes affecting the telecommunications industry; and

· other events or factors.

In addition, the financial markets have experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many technology companies and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the telecommunications industry specifically, may adversely affect the market price of the Company’s common shares.

The Company does not currently intend to pay dividends on its common shares and, consequently, a shareholder’s ability to achieve a return on its investment will depend on appreciation in the price of the Company’s common shares.

The Company’s current policy is to retain earnings to finance the development of new lines of products and to otherwise reinvest in our company. Therefore, the Company does not anticipate paying cash dividends in the foreseeable future. The Company’s dividend policy will be reviewed from time to time by the Company’s Board of Directors in the context of its earnings, financial condition and other relevant factors. Until the Company pays dividends, which it may never do, its shareholders will not be able to receive a return on the Company’s common shares unless they sell them.

Future sales of the Company’s common shares by the Company’s existing shareholders could cause the Company’s share price to fall.

If the Company’s shareholders sell substantial amounts of the Company’s common shares in the public market, the market price of the common shares could fall. The perception among investors that these sales will occur could also produce this effect.

The Company may require additional capital in the future and no assurance can be given that such capital will be available at all or available on terms acceptable to the Company and if it is available, may dilute each shareholder’s ownership of the Company’s common shares.

The Company may need to raise additional funds through public or private debt or equity financings in order to:

· fund ongoing operations;

· take advantage of opportunities, including more rapid expansion of the Company’s business or the acquisition of complementary product, technologies or businesses;

· develop new products; or

· respond to competitive pressures.

Any additional capital raised through the sale of equity will dilute the percentage ownership of each shareholder’s common shares. Capital raised through debt financing would require the Company to make periodic interest payments and may impose restrictive covenants on the conduct of the Company’s business. Furthermore, additional financings may not be available on terms favourable to the Company, or at all. A failure to obtain additional funding could prevent the Company from making expenditures that may be required to grow or maintain the Company’s operations.

ARTICLE 5: DIVIDENDS

5.1 Dividends

The Company currently intends to retain any future earnings to fund the development and growth of its business and does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Company’s Board of Directors and will depend upon many factors, including the Company’s results of operations, capital requirements and other factors as the Board of Directors deems relevant. There are no restrictions in the articles of the Company preventing DragonWave from declaring dividends or paying dividends to its shareholders. The Company has not paid any dividends during its last three financial years.

ARTICLE 6: DESCRIPTION OF CAPITAL STRUCTURE

6.1 General Description of Capital Structure

DragonWave is authorized to issue an unlimited number of common shares. The holders of common shares are entitled to vote at all meetings of the shareholders of DragonWave, and each common share carries the right to one vote in person or by proxy. The holders of the common shares are also entitled to receive any dividends declared by DragonWave, and to receive the remaining property of DragonWave on the liquidation, dissolution or winding up of DragonWave.

ARTICLE 7: MARKET FOR SECURITIES

7.1 Trading Price and Volume

DragonWave’s common shares are publicly traded on the TSX under the symbol “DWI”. Trading of the common shares on the TSX and AIM commenced with the closing of the IPO on April 19, 2007. The company’s common shares ceased trading on AIM as at January 5, 2009.

The volume of trading and price ranges of the Company’s common shares on the TSX and AIM for the fiscal year ending February 28, 2009 are set out in the following table:

	Common Shares - TSX		Common Shares - AIM
Month	Price Range (C$)	Average Volume	Price Range (£)	Average Volume
March 2008	2.33 – 4.51	168,810	125 – 2.40	1,030
April 2008	2.87 – 3.55	40,250	1.41 – 1.63	91
May2008	3.22 – 6.00	141,581	1.78 – 3.13	540
June 2008	5.08 – 5.45	82,381	2.45 – 2.80	381
July 2008	3.41 – 5.08	90,677	1.98 – 2.31	204
August 2008	3.60 – 3.80	15,325	Nil	Nil
September 2008	2.64 – 3.67	26,310	1.43 – 1.62	91
October 2008	1.10 – 2.79	132,686	0.65 – 1.40	455
November 2008	1.22 – 1.80	62,600	0.70 – 0.81	152
December 2008	0.95 – 1.29	104,124	0.56 – 0.67	13,505
January 2009	1.15 – 1.36	41,048	N/A	N/A
February 2009	1.26 – 1.65	26,621	N/A	N/A

ARTICLE 8: SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

8.1 Securities Subject to Contractual Restriction on Transfer

The following table contains certain information with respect to common shares of the Company that is subject to contractual restriction on transfer as at February 28, 2009:

SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Designation of Class	Number of Securities that are Subject to a Contractual Restriction on Transfer		Percentage of Class

Common Shares	95,648	(1)	0.003	%

Note (1): Represents the unvested portion of Restricted Shares issued and outstanding as at February 28, 2009.

ARTICLE 9: DIRECTORS AND OFFICERS

9.1 Name, Occupation and Security Holding

The Directors of the Company as at February 29, 2008 were as follows:

Name and Municipality of Residence	Principal Occupation	Director Since	Holdings of Outstanding Common Shares

GERALD SPENCER(1)(3) Kingswood, Surrey, U.K.	Retired	February 3, 2006	Nil

PETER ALLEN Ottawa, Ontario, Canada	Chief Executive Officer, DragonWave Inc.	March 4, 2004	541,107 common shares (4)

TERENCE MATTHEWS Ottawa, Ontario, Canada	Chairman, March Networks Corporation	March 30, 2000	1,118,242 common shares (5)

AKE PERSSON(1)(2) Del Mar, California, U.S.A.	Retired	June 22, 2005	nil

CARL EIBL(2)(3) La Jolla, California, U.S.A.	Managing Director, Enterprise Partners	November 15, 2005	nil (6)

CLAUDE HAW(1)(2)(3) Ottawa, Ontario, Canada	President and Chief Executive officer of OCRI	November 10, 2003	nil (7)

RUSSELL FREDERICK Ottawa, Ontario, Canada	Vice-President, Chief Financial Officer and Secretary, DragonWave Inc.	March 23, 2007	158,141(8)

(1)	Audit committee members are Claude Haw (Chair), Ake Persson and Gerry Spencer.
(2)	Compensation committee members are Carl Eibl (Chair), Ake Persson and Claude Haw.
(3)	Nominating and governance committee members are Gerry Spencer (Chair), Carl Eibl and Claude Haw.
(4)	Mr. Allen owns 541,107 Common Shares. As of May 7, 2009, 2,371 of these Common Shares may be repurchased by the Corporation in the event that Mr. Allen’s employment with the Corporation is terminated. This repurchase right lapses over time, and will terminate on the change of control of the Corporation.
(5)	Sir Matthews controls Wesley Clover International Corporation and Wesley Clover Corporation, which together own 1,118,242 Common Shares and a warrant to purchase up to 21,100 Common Shares.
(6)	Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. is controlled by Enterprise Partners Venture Capital, of which Mr. Eibl is Managing Director. Each of these Enterprise funds own 2,456,942Common Shares and warrants to purchase up to 57,183 Common Shares. See: “Voting Shares and Principal Shareholders”. Mr. Eibl and his associates beneficially own less than 5% of the limited partnership units of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. Mr. Eibl does not exert control or direction over the Common Shares owned by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.
(7)	Venture Coaches Fund L.P., of which Mr. Haw is Managing Partner, owns 711,835 Common Shares and a warrant to purchase up to 10,126 Common Shares. Claude Haw and his associates beneficially own less than 5% of the limited partnership units of Venture Coaches Fund L.P. Mr. Haw does not exert control or direction over the Common Shares held by Venture Coaches Fund L.P.
(8)	Mr. Frederick owns 158,141 Common Shares. As of May 7, 2009, 1,650 of these Common Shares may be repurchased by the Corporation in the event that Mr. Frederick’s employment with the Corporation is terminated. The repurchase rights lapse over time, and will terminate on the change of control of the Corporation.

The directors of the Company as at the date of this Annual Information Form are as set forth above. Each director of the Company holds office until the next annual meeting of shareholders or until his successor is duly elected or appointed, unless his office becomes vacant by resignation, death, removal or other cause.

The Company’s directors and executive officers, as a group, beneficially own, or control or direct, directly or indirectly, a total of 2,774,955 common shares, representing 9.7% of the total outstanding common shares as of the date of this Annual Information Form.

The executive officers of the Company as at February 28, 2009 were as follows:

Name and Municipality of Residence		Offices with the Company

PETER ALLEN Ottawa, Ontario, Canada		President, Chief Executive Officer and Director

RUSSELL FREDERICK Ottawa, Ontario, Canada		Chief Financial Officer, Vice President and Secretary

BRIAN MCCORMACK Atlanta, Georgia, U.S.A.		Vice President, Sales

ERIK BOCH Ottawa, Ontario, Canada		Vice President, R&D and Chief Technology Officer

DAVE FARRAR Ottawa, Ontario, Canada		Vice President, Operations

ALAN SOLHEIM Ottawa, Ontario, Canada		Vice President, Product Management

The executive officers of the Company as at the date of this Annual Information Form are as set forth above.

As at the date of this Annual Information Form, the Board of Directors has four committees: the audit committee, the compensation committee and the nominating and governance committee, and disclosure committee. Detailed information regarding the mandate and procedures of the audit committee can be found below at Article 15, “Audit Committee”, as required by National Instrument 52-110 - Audit Committees promulgated under applicable securities legislation.

The principal occupations of the directors and executive officers of the Company, as at February 28, 2009 and for at least the five preceding years, are as follows:

Directors

Gerry Spencer, Director (Chair). Gerry Spencer retired as senior vice president of British Telecommunications plc (“BT”) in late 2000 after a career of nearly 30 years in finance, product management, marketing, sales and business development. During his final 6 years with BT, he served on the board of BT Global plc, with particular responsibility for international wholesale and marketing. Since retiring, Gerry has assumed consulting and advisory roles in international wholesale strategy and profitability (both switched minutes and IP streams), local networking, network equipment supply and business customer equipment and applications. Gerry has also served as a non executive on the boards of two UK AIM listed companies; Redstone plc and AT Communications Group plc (the latter as chairman). Currently, Gerry is a member of the chairman’s advisory board at Wesley Clover Corporation. Gerry is a graduate of Cambridge University in the United Kingdom.

Dr. Terence Matthews, Director. Terence Matthews is the non-executive chairman of a number of technology companies including March Networks Corporation, Mitel Networks Corporation, Newport Networks Ltd., Bridgewater Systems Corporations and Solace Systems, Inc. Terry founded Newbridge Networks Corporation (“Newbridge”) in 1986 where he served as chief executive officer and chairman until its acquisition by Alcatel of France in May 2000. At Newbridge, Terry built the company into a leader in the worldwide data networking industry. Terry also co-founded Mitel Corporation in 1972. A Fellow of the Institution of Electrical Engineers and the University of Wales, Terry received an honorary doctor of technology degree from the University of Glamorgan, Wales and an honorary doctor of engineering degree from Carleton University, Ottawa, Ontario, Canada. In May 1994, he was appointed an Officer of the Order of the British Empire.

Ake Persson, Director. Ake Persson, who retired from Telefonaktiebolaget LM Ericsson (“Ericsson”) in 2004, was a member of the Ericsson group executive management team. He held a variety of executive positions in the Ericsson group, most recently prior to retiring as the president of business unit CDMA Systems and president of Ericsson Wireless Communications Inc. in San Diego, California. Ake has served as a board member and chairman of several Ericsson companies around the world and has been instrumental in forming strategic business alliances with other leading vendors and partners in the telecom and IT industries. Ake has assumed consulting and advisory roles in the telecommunications industry and is a member of the Advisory Board of the Jacobs School of Engineering at the University of San Diego California. Ake holds a Bachelor of Science degree from the University of Uppsala, Sweden.

Carl Eibl, Director. Carl Eibl has been a managing director with Enterprise Partners Venture Capital since 2003. Prior to joining Enterprise Partners, Carl was the chief executive officer of several

technology and life science companies in San Diego, including Maxwell Technologies, Inc. (Nasdaq: MXWL) (1999-2003). Before joining Maxwell Technologies, Inc., Carl served as president of Stratagene Corporation (Nasdaq: STGN). Carl also served as chief executive officer and president for Mycogen Corporation, a publicly held agricultural biotechnology company, which was sold to The Dow Chemical Company in 1998 for US$1.1 billion. Carl is a former chairman of the board of trustees of The Burnham Institute, a life sciences research institution in La Jolla, California. Carl holds a J.D. degree from the Boston University School of Law in Boston, Massachusetts, United States and a bachelor of arts degree from Cornell University in Ithaca, New York, United States.

Claude Haw, Director. Claude Haw is president, chief executive officer and a board member of the Ottawa Centre for Research and Innovation (“OCRI”), Ottawa’s lead economic development organization. He is also founder and managing partner of Venture Coaches Services Ltd. (“Venture Coaches”), an Ottawa based venture capital firm providing venture capital for technology companies. From 2003 to early 2007, Claude was also a general partner at Skypoint Capital Corporation, an Ottawa based venture capital firm. Prior to Venture Coaches, Claude held a number of executive positions at Newbridge, including vice-president of corporate business development. In this role, he managed strategic investment programs in more than 20 companies. Claude has also held senior management positions at Mitel Corporation and Leigh Instruments Ltd. Claude holds a bachelor of electrical engineering degree from Lakehead University in Ontario, Canada and has completed the Canadian Securities Course.

Executive Officers

Peter Allen, President & Chief Executive Officer. Prior to joining DragonWave in 2004, Peter Allen was president and chief executive officer of Innovance Networks Inc., a private reconfigurable optical networking company. Prior to 2000, Peter was the vice-president of business development for the Optical Networks Division of Nortel Networks Inc. (“Nortel”), holding leadership responsibility for Nortel’s optical components business as well as business development responsibility for system activities. At Nortel, Peter led a 5,000-employee global operation spanning R&D, manufacturing and sales and marketing. Peter has also held managerial positions at Ford Motor Company and Rothmans International plc, and has lived and worked in North America, Europe and Africa.

Russell Frederick, Vice President, Chief Financial Officer and Secretary. Prior to joining DragonWave in 2004, Russell Frederick was the chief operating officer and chief financial officer of Wavesat Wireless Inc. (“Wavesat”) (2000 to 2003). Prior to Wavesat, Russell was the chief financial officer of PRIOR Data Sciences Ltd. (1994 to 2000) where he played a key role in the management buy-out and subsequent sale of the company. Prior thereto, Russell was employed with Digital Equipment of Canada Ltd. in various financial roles. Russell holds a master of business administration degree in finance, as well as a bachelor of science degree from McMaster University in Hamilton, Ontario, Canada.

Brian McCormack, Vice President, Sales. Prior to joining DragonWave in 2003, Brian McCormack held senior sales and marketing positions at SS8 Networks, Inc. (2002 to 2003), Teem Photonics Corporation (2001 to 2002), TelOptica Inc. (2001) and Avici Systems Inc. (1999 to 2001). At Avici Systems Inc., a recognized leader in the carrier-class switch/router market, Brian was senior vice president of worldwide sales. Prior to 1999, Brian held senior sales and marketing positions at Nortel, Cisco Systems, Inc. and DSC/Alcatel. Brian holds a bachelor of arts degree from St. Anselm College in Manchester, New Hampshire, United States.

Erik Boch, Founder, Vice President, R&D and Chief Technology Officer. Prior to co-founding DragonWave in February 2000, Erik Boch held senior engineering or technical management positions at a number of communications and aerospace companies, namely Litton Systems Inc., ComDev International Ltd., Lockheed Martin Corporation and Newbridge. Erik has been involved in various aspects

of microwave and millimetre wave subsystem and system design for more than 22 years. While at Newbridge, Erik became assistant vice president of the wireless systems group. Where he led the R&D team at Newbridge that introduced the first ATM-based fixed wireless access system in the industry. Erik has been published extensively in major networking publications, including Telephony, Microwave Journal, Wireless Review, Internet Telephony and America’s Network. Erik holds several approved RF design patents and numerous patents pending. Erik holds a bachelor and master degrees in electrical engineering from Carleton University, Ottawa, Ontario, Canada and is a registered professional engineer.

David Farrar, Founder & Vice President, Operations. Prior to co-founding DragonWave in February 2000, David Farrar was employed by Newbridge, where he held senior management positions in product management, research and development, operations, and information technology. Prior to joining Newbridge, Dave was director of engineering at Synapse Corporation, a private data communications design company, and an engineering manager at Mitel Corporation. Dave holds a bachelor of science in electrical engineering from the University of Waterloo in Waterloo, Ontario, Canada.

Dr. Alan Solheim, Vice President, Product Management. Prior to joining DragonWave in 2005, Alan Solheim was chief technology officer at Innovance Networks Inc. (“Innovance”) (2000-2004), a private reconfigurable optical networking company. Prior to Innovance, Alan was a vice president at Nortel, responsible for market strategy in the metro transport group. Alan has extensive experience in the telecommunications industry, notably working on six generations of fibre-optic transmission systems, and was the system design authority for Nortel’s OC-192 program. Alan holds 35 patents, has an additional 15 patent applications under review and is the principal or co-author of numerous papers published in respected industry journals. Alan holds a doctoral degree in electrical engineering from the University of Waterloo in Waterloo, Ontario, Canada and a bachelor degree in engineering from the University of Saskatchewan in Saskatoon, Saskatchewan, Canada.

9.2 Bankruptcies, Penalties or Sanctions

Peter Allen, a director and President and Chief Executive Officer of the Company, was a director and the president of Innovance Inc. (“Innovance”), a private, venture capital funded company that developed photonics networking solutions. Alan Solheim, the Vice President, Product Management of the Company, was the chief technology officer of Innovance. On December 23, 2003, Innovance filed a Notice of Intent to make a proposal pursuant to Part III of the Bankruptcy and Insolvency Act (Canada) (the “BIA”). PricewaterhouseCoopers LLP consented to act as proposal trustee. On July 12, 2004, a majority of the creditors of Innovance voted to accept the proposal, and the proposal received court approval on September 16, 2004. The proposal trustee reported in the applicable court materials that there was no conduct of Innovance that was subject to censure, and no irregular facts to report in accordance with Section 173 of the BIA.

Terence Matthews, a director and principal shareholder of the Company, routinely invests in and acts as a director on the boards of businesses that are at an early stage of development and that, as a result, involve substantial risks. Dr. Matthews was a director of Ironbridge Networks Corporation, which went into receivership in January 2001 and West End Systems Corporation, which went into receivership in February 1999.

Carl Eibl, a director of the Company, was a director of TwinStar Systems, Inc. (“TwinStar”), a private start up company that developed tools for semiconductor fabrication facilities. TwinStar ceased operations in May 2005 and all of the assets of TwinStar were sold and a settlement with its creditors was completed by the end of August 2005.

None of the directors, officers or principal shareholders of the Company have been subject to a corporate cease trade or similar order.

ARTICLE 10: INTERESTS OF MANAGEMENT AND OTHERS
IN MATERIAL TRANSACTIONS

Convertible Debt and Warrants Issued to Investors

Between October 12, 2005 and November 7, 2006, the Company borrowed funds from a group of its shareholders comprised of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. (together “Enterprise”), Wesley Clover International Corporation (“WCIC”), Venture Coaches Fund L.P. (“Venture Coaches”), The Business, Engineering, Science & Technology Discoveries Fund Inc., VentureLink Brighter Future Fund Inc. and William Sinclair. Three of these lenders had nominees on the Board of Directors of the Company, namely, Carl Eibl of Enterprise, Terence Matthews of WCIC, a wholly-owned subsidiary of Terence Matthews, and Claude Haw of Venture Coaches. As of April 19, 2007, the Company owed the lenders a total of $13,378,472, consisting of $12.5 million in principal and $878,472 in accrued interest. On the closing of the Company’s initial public offering on April 19, 2007, all principal and interest owed to these lenders was converted into an aggregate of 3,763,283 common shares (representing a 10% discount to the price per common share of the initial public offering). As an inducement to extend the above referenced credit to the Company, each lender was also granted a warrant to purchase that number of common shares equal to X/Y, where is X is equal to 6% of the principal amount advanced by the lender and Y is equal to $3.95, at an exercise price of $3.55 per share. The warrants expire on April 19, 2010.

Kanata Research Park Corporation

The principal office of the Company at 411 Legget Drive, Ottawa, Ontario is leased by the Company from Kanata Research Park Corporation (“KRPC”) pursuant to a lease dated February 14, 2000, as most recently amended on October 25, 2006. The term of this lease expires on November 30, 2011. The Company currently leases approximately 25,926 square feet of rentable space. Aggregate lease payments (base rent and all other rent and charges) are approximately $595,000 per annum. The Company also leases a warehouse facility at 362 Terry Fox Drive, Ottawa, Ontario, from KRPC pursuant to a lease dated August 30, 2006, as most recently amended on October 23, 2008. The term of this lease expires on October 31, 2009. These premises consist of approximately 6,737 square feet of rentable space. Aggregate annual lease payments (base rent and all other rent and charges) are approximately $138,600. Additional warehouse space (2,700 square feet) located at 349 Terry Fox Drive, has been leased from KRPC on a six-month lease effective February 1, 2008 and month-to-month thereafter. Total rent payments for the year are estimated at $21,400. The Company believes that the terms of its leases reflect fair market terms and payment provisions at the times that the leases were negotiated. KRPC is a corporation wholly-owned by Terence Matthews, a director of the Company.

BreconRidge Corporation

On November 4, 2005, the Company entered into a supply agreement with BreconRidge (the “Supply Agreement”). Pursuant to the Supply Agreement, BreconRidge has agreed to provide the Company with production and pre-production products and related services which may included prototype development and manufacturing, pre-production and production product manufacturing for materials by way of purchase orders and forecasts from the Company. In fiscal 2009, the Company purchased manufacturing and other services in the approximate amount of $14.1 million from BreconRidge. The Company negotiated the terms of the Supply Agreement on an arm’s-length basis and Management believes that the terms reflect market terms and payment provisions. The Company has no minimum purchase commitments pursuant to the Supply Agreement. Upon request from the Company, BreconRidge

provides the Company with price quotations for pre-production and production products and services. If such quotation is acceptable to the Company, the Company then issues purchase orders to BreconRidge based on the pricing set forth in the quotation. The Supply Agreement provides that, so long as DragonWave has established approved credit terms with BreconRidge, purchase orders submitted by DragonWave are paid within 30 days from the date of invoice. The term of the Supply Agreement is continuous until termination. Either the Company or BreconRidge may terminate the Supply Agreement on 30 days notice. Terence Matthews, a director of the Company, owns a significant equity interest in BreconRidge and is a member of BreconRidge’s board of directors.

Wesley Clover Corporation

The Company also purchased services from Wesley Clover Corporation, a company controlled by Terence Matthews, a director of the Company. Total net service purchases in the year ending February 28, 2009 was $204,504 as compared to $100,000 in fiscal 2008. These purchases have been recorded in sales & marketing expenses in the financial statements of the Company for fiscal 2009.

ARTICLE 11: LEGAL PROCEEDINGS

It is common in the Company’s industry to receive notices alleging patent infringement arising in the normal course of business. The Company has set up internal procedures to deal with such notices, which include assessing the merits of each notice and seeking, where appropriate, a business resolution. Where a business resolution cannot be reached, litigation may be necessary. The ultimate outcome of any litigation is uncertain, and regardless of outcome, litigation can have an adverse impact on the Company’s business because of defence costs, negative publicity, diversion of management resources and other factors. The Company’s failure to obtain any necessary license or other rights on commercially reasonable terms, or otherwise, or litigation arising out of intellectual property claims could materially adversely affect the Company’s business. For the fiscal year ended February 28, 2009 and as of the date of this Annual Information Form, the Company is not party to any litigation that the Company believes is material to the Company’s business.

ARTICLE 12: TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company’s common shares in Canada is Computershare Investor Services Inc. at its principal offices at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada.

ARTICLE 13: MATERIAL CONTRACTS

On January 29, 2009, DragonWave’s Board of Directors approved a Shareholder Rights Plan Agreement (the “Rights Plan”) between DragonWave and Computershare Investor Services Inc. which is designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company. The Rights Plan is intended to provide DragonWave’s Board of Directors with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide the Company’s shareholders with adequate time to properly assess a take-over bid without undue pressure.

Under the terms of the Rights Plan, one right (a “Right”) was issued by the Company in respect of each outstanding common share of the Company at the close of business on January 29, 2009 and one Right will be issued in respect of each common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 25% or more of the common shares of the Company without complying with the

“permitted bid” provisions of the Rights Plan or without the approval of the Company’s Board of Directors. Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can effectively purchase $2 worth of Common Shares for $1 at the time the Rights become exercisable.

Although effective as of January 29, 2009, the Rights Plan is subject to ratification by the Company’s shareholders within six months of such effective date. If not ratified within six months from January 29, 2009, the Rights Plan and all of the Rights outstanding at the time will terminate. So long as the Rights Plan is ratified by the Company’s shareholders within six months from the effective date, the Rights Plan will terminate as of the date of the Company’s 2012 annual meeting of shareholders unless the Rights Plan is extended by the Board of Directors of DragonWave and ratified by the Company’s shareholders at the Company’s 2012 annual meeting of shareholders. The complete Rights Plan is available on SEDAR at www.sedar.com. The Company will request ratification of the Rights Plan at its Annual and Special Meeting of Shareholders scheduled for June 9, 2009.

The Company did not enter into any material contracts out of the ordinary course of business during the fiscal year ended February 28, 2009 other than the Rights Plan.

ARTICLE 14: EXPERTS

14.1 Names of Experts

The Consolidated Financial Statements of the Company for the year ended February 28, 2009 (the “Financial Statements”) filed under National Instrument 51-102 - Continuous Disclosure, portions of which are incorporated by reference in this Annual Information Form, have been audited by Ernst & Young LLP (“E&Y”). The Financial Statements can be found on SEDAR at www.sedar.com.

14.2 Interests of Experts

The Company’s auditors, E&Y, report that they are independent of the Company in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

ARTICLE 15: AUDIT COMMITTEE

15.1 Audit Committee Charter

Attached as Schedule 15.1 is the charter for the Company’s Audit Committee.

15.2 Composition of the Audit Committee

The members of the audit committee are Claude Haw (Chair), Ake Persson and Gerry Spencer. Each member of the audit committee is independent and financially literate.

15.3 Relevant Education and Experience of Members of the Audit Committee

Name		Relevant Education and Experience

Claude Haw		Claude Haw is President and Chief Executive Officer and a board member of OCRI, Ottawa’s lead economic development organization. He is also founder and managing partner of Venture Coaches Services Ltd., an Ottawa-based venture capital firm providing venture capital for technology companies. He has served as president and board member of Venture Coaches Services Limited, Venture Coaches Limited and Venture Coaches Capital Corporation since 2000. From 2003 to early 2007, Claude was also a general partner at Skypoint Capital Corporation, an Ottawa-based venture capital firm. Prior to Venture Coaches, Claude held a number of executive positions at Newbridge Networks Corporation (“Newbridge”), including general manager, ATMnet Business Unit where he had profit and loss responsibility for the global unit. In addition at Newbridge, he also had the position of vice-president of corporate business development where he managed the strategic investment programs for more than 20 companies. Claude has also held senior management positions at Mitel Corporation and Leigh Instruments Ltd. Claude holds a bachelor of electrical engineering degree from Lakehead University in Ontario, Canada and has completed the Canadian Securities Course. Claude served as a board member of Meriton Networks Corporation from 2000 to 2009 (also compensation committee and chairman from 2002), TrueContext Corporation from 2003 to 2007 (compensation and audit committees), Mindtrust Inc. from 2001 to 2009, Elliptic Semiconductor from 2008 to 2009, Energate Inc from 2008 to 2009, and 3324699 Canada Inc. (Severn Bridge Investments) since 1998. He has also served as a board member for Accedian Networks (also audit and compensation committees), Spotwave Networks, Teradici Corporation (also compensation committee), TimeStep Corporation, The Ottawa Network and the Canadian Venture Capital Association (CVCA). Claude has been a member of the compensation and audit committees at DragonWave since November 2003.

Ake Persson		Ake Persson, who retired from Telefonaktiebolaget LM Ericsson (“Ericsson”) in 2004, was a member of the Ericsson group executive management team. He held a variety of executive positions in the Ericsson group, most recently prior to retiring as the president of business unit CDMA Systems and president of Ericsson Wireless Communications Inc. in San Diego, California. Ake has, during his time with Ericsson, established and managed several business units including the business units for Cellular, Two-Way Radio, Vehicular Electronics and Wireless Voice and Data Systems. Ake has served as a board member and chairman of several Ericsson companies around the world and has been instrumental in forming strategic business alliances with other leading vendors and partners in the telecom and IT industries. Ake has served on the board of Axesstel Inc. (Amex:AFT) as a member of the audit and governance/nomination committees. He is the chairman of the board at Sky Mobilemedia Inc. and serves on the board of advisors to Rayspan Inc. and is a member of the advisory board of the Jacob’s School of Engineering at the University of California San Diego. Ake holds a bachelor of science degree from the University of Uppsala, Sweden. Ake has been a member of the Company’s audit committee since June 2006.

Name		Relevant Education and Experience

Gerry Spencer		Gerry Spencer retired as senior vice president of British Telecommunications plc (“BT”) in late 2000 after a career of nearly 30 years in finance, product management, marketing, sales and business development. During his final 6 years with BT, he served on the board of BT Global plc, with particular responsibility for international wholesale and marketing. Since retiring, Gerry has assumed consulting and advisory roles in international wholesale strategy and profitability (both switched minutes and IP streams), local networking, network equipment supply and business customer equipment and applications. Currently, Gerry is a member on a number of boards. Gerry is the chairman of the board as well as the chair of the compensation committee and sits on the audit committee of AT Communications PLC. Gerry is a member of the compensation committee of Redstone PLS. Gerry is also a director of NewHeights and is a member of the chairman’s advisory board at Wesley Clover Corporation. Gerry is a graduate of Cambridge University in the United Kingdom. Gerry has been a member of the Company’s audit committee since June 2006.

15.4 Pre-Approval Policies and Procedures

The audit committee has delegated to the Chair of the committee the authority to act on behalf of the committee between meetings of the committee with respect to the pre-approval of audit and permitted non-audit services provided by E&Y from time to time. The Chair reports on any such pre-approval at each meeting of the committee.

15.5 External Auditor Service Fees

The following table sets out the fees billed to DragonWave by E&Y and its affiliates for professional services in each of the years ended February 29, 2008 and February 28,2009. During these years, E&Y was the Company’s only external auditor.

	Year Ended
Category	February 28, 2009		February 29, 2008
Audit Fees	$	125,400	$	232,344
Audit Related Fees	$	60,210	$	7,805
Tax Fees	$	38,240	$	13,487
All Other Fees	$	34,410	$	53,743
Total	$	258,260	$	307,379

ARTICLE 16: ADDITIONAL INFORMATION

Additional financial information is provided in DragonWave’s comparative financial statements and management’s discussion and analysis for the year ended February 28, 2009.

A copy of the above-mentioned financial statements and management’s discussion and analysis for the year ended February 28, 2009, as well as this Annual Information Form, may be found on SEDAR at www.sedar.com and otherwise may be obtained upon request from Investor Relations, at the Company’s head office:

DragonWave Inc.

Suite 600-411 Legget Drive

Ottawa, Ontario K2K 3C9

Telephone Investor Relations: 1 613 599 9991

Fax: 1 613 599 4225

E-Mail: investor@dragonwaveinc.com

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under the Company’s equity compensation plans will be contained in the Company’s Management Information Circular to be distributed in advance of the next annual general meeting of shareholders.

Additional information relating to the Company may also be found on SEDAR at www.sedar.com and at the Company’s website at www.dragonwaveinc.com.

SCHEDULE 15.1

DRAGONWAVE INC.

AUDIT COMMITTEE CHARTER

1. Policy Statement

It is the policy of DragonWave Inc. (the “Corporation”) to establish and maintain an audit committee (the “Audit Committee”) to assist the directors (individually a “Director” and collectively the “Board”) of the Corporation in carrying out the Board’s oversight responsibility for the internal controls, financial reporting and risk management processes of the Corporation. The Audit Committee shall be provided with resources commensurate with the duties and responsibilities assigned to it by the Board including appropriate administrative support. If determined appropriate by the Audit Committee, it shall have the discretion to institute investigations of improprieties, or suspected improprieties within the scope of its responsibilities, including the standing authority to retain special counsel or other experts. The Audit Committee shall have unrestricted access to the Corporation’s external auditors, is authorized to seek any information that it requires from any employee and all employees are directed to co-operate with any request made by the Audit Committee.

2. Composition of Committee

(a) The Audit Committee shall be established by a resolution of the Board. The Audit Committee shall consist of a minimum of three (3) Directors. The Board shall appoint the members of the Audit Committee and may seek the advice and assistance of the Nominating and Governance Committee in identifying qualified candidates. The Board shall appoint one member of the Audit Committee to be the Chairman of the Audit Committee. The Chairman of the Audit Committee shall have such accounting or related financial management expertise as the Board may determine in its business judgment to be required in order to properly perform the duties of the Chairman.

(b) Each member of the Audit Committee must be a Director who is independent and financially literate within the meaning of (and subject to the exemptions and other provisions set out in) applicable laws, rules and regulations, and stock exchange requirements (collectively “Applicable Laws”). In this Charter, the terms “independent” and “financially literate” includes the meanings given to similar terms by Applicable Laws, including the terms “non-executive”, “outside” and “unrelated” to the extent such terms are applicable under Applicable Laws.

(c) A Director appointed by the Board to the Audit Committee shall be a member of the Audit Committee until replaced by the Board or until his or her resignation.

(d) If an Audit Committee member serves on the audit committees of more than three public corporations, including the Corporation, the Board must determine that such service would not impair the ability of the member to effectively serve on the Audit Committee and disclose such determination in the annual proxy circular.

3. Meetings of the Committee

(a) The Audit Committee shall convene a minimum of four times each year at such times and places as may be determined by the Chairman of the Audit Committee, and whenever a meeting is requested by the Board, a member of the Audit Committee, the auditors or senior management of

the Corporation. Scheduled meetings of the Audit Committee shall correspond with the review of the quarterly and year-end financial statements and management discussion and analysis.

(b) Notice of each meeting of the Audit Committee shall be given to each member of the Audit Committee and to the auditors of the Corporation, who shall be entitled to attend each meeting of the Audit Committee and shall attend whenever requested to do so by a member of the Audit Committee.

(i)	be in writing, which includes electronic communication facilities;

(ii)	state the nature of the business to be transacted at the meeting in reasonable detail;

(iii)	to the extent practicable, be accompanied by a copy of any documentation to be considered at the meeting; and

(iv)	be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Audit Committee may permit.

(d) A quorum for the transaction of business at a meeting of the Audit Committee shall consist of a majority of the members of the Audit Committee. However, it shall be the practice of the Audit Committee to require review, and, if necessary, approval of important matters by all members of the Audit Committee.

(e) A member or members of the Audit Committee may participate in a meeting of the Audit Committee by means of such telephonic, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting.

(f) In the absence of the Chairman of the Audit Committee, the members of the Audit Committee shall choose one of the members present to be chairman of the meeting. In addition, the members of the Audit Committee shall choose one of the persons present to be the secretary of the meeting.

(g) The Audit Committee may invite such persons to attend meetings of the Audit Committee as the Audit Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this Charter or by Applicable Laws.

(h) The Audit Committee may invite the external auditors to be present at any meeting of the Audit Committee and to comment on any financial statements, or on any of the financial aspects, of the Corporation.

(i) The Audit Committee (i) shall meet with the external auditors separately from individuals other than the Audit Committee and (ii) may meet separately with management of the Corporation.

(j) Minutes shall be kept of all meetings of the Audit Committee and shall be signed by the chairman and the secretary of the meeting. The chairman of the Audit Committee shall circulate the minutes of the meetings of the Audit Committee to all members of the Board.

4. Duties and Responsibilities of the Committee

(a) The primary duties and responsibilities of the Audit Committee are to:

(i) identify and monitor the management of the principal risks that could impact the financial reporting of the Corporation;

(ii) monitor the integrity of the Corporation’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;

(iii) monitor the independence, objectivity and performance of the external auditors;

(iv) deal directly with the external auditors to approve external audit plans, other services (if any) and fees;

(v) directly oversee the external audit process and results (in addition to items described in subsection 4(d) below);

(vi) provide an avenue of communication between the external auditors, management and the Board;

(vii) review annually with management of the Corporation the anti-fraud and risk assessment programs of the Corporation;

(viii) carry out a review designed to ensure that an effective “whistle blowing” procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to an appropriately independent individual; and

(ix) oversee all pension and retirement benefit plans if and when established.

(b) The Audit Committee shall have the authority to:

(i)	inspect any and all of the books and records of the Corporation and its subsidiaries;

(ii)	discuss with the management of the Corporation and its subsidiaries, any affected party and the external auditors, such accounts, records and other matters as any member of the Audit Committee considers appropriate;

(iii)	engage independent counsel and other advisors as it determines necessary to carry out its duties; and

(iv)	set and pay the compensation for any advisors engaged by the Audit Committee.

(c) The Audit Committee shall, at the earliest opportunity after each meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as considered appropriate.

(d) The Audit Committee shall:

(i) review the audit plan with the external auditors and with management;

(ii) discuss with management and the external auditors any proposed changes in major accounting policies or principles, the presentation and impact of material risks and uncertainties and key estimates and judgements of management that may be material to financial reporting;

(iii) review with management and with the external auditors material financial reporting issues arising during the most recent financial period and the resolution or proposed resolution of such issues;

(iv) review any problems experienced or concerns expressed by the external auditors in performing any audit, including any restrictions imposed by management or any material accounting issues on which there was a disagreement with management;

(v) review with senior management the process of identifying, monitoring and reporting the principal risks affecting financial reporting;

(vi) review the audited annual financial statements (including management discussion and analysis) and related documents in conjunction with the report of the external auditors and obtain an explanation from management of all material variances between comparative reporting periods;

(vii) consider and review with management, the internal control memorandum or management letter containing the recommendations of the external auditors and management’s response, if any, including an evaluation of the adequacy and effectiveness of the internal financial controls of the Corporation and subsequent follow-up to any identified weaknesses;

(viii) review with financial management and the external auditors the quarterly unaudited financial statements and management discussion and analysis before release to the public;

(ix) before release, review and if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information, including any prospectuses, annual reports, annual information forms, management discussion and analysis and press releases, focusing particularly on:

A any changes in accounting policies and practices;

B any important areas where judgment must be exercised;

C significant adjustments resulting from the audit;

D the going concern assumption, if any;

E compliance with accounting standards; and

F compliance with stock exchange and legal requirements;

(x) oversee the financial affairs of the Corporation and its subsidiaries, and, if deemed appropriate, make recommendations to the Board, external auditors or management.

(e) The Audit Committee shall:

(i) evaluate the independence and performance of the external auditors and annually recommend to the Board the appointment of the external auditors or the discharge of the external auditor when circumstances are warranted and the compensation of the external auditor;

(ii) consider the recommendations of management in respect of the appointment and terms of engagement of the external auditor;

(iii) pre-approve all non-audit services to be provided to the Corporation or its subsidiaries by its external auditors, or the external auditors of subsidiaries of the Corporation, subject to the overriding principle that the external auditors not be permitted to be retained by the Corporation to perform internal audit outsourcing services or financial information systems services; provided that notwithstanding the above, the foregoing pre-approval of non-audit services may be delegated to a member of the Audit Committee, with any decisions of the member with the delegated authority reporting to the Audit Committee at the next scheduled meeting;

(iv) approve the engagement letter for non-audit services to be provided by the external auditors or affiliates thereof together with estimated fees, and consider the potential impact of such services on the independence of the external auditors;

(v) when there is to be a change of external auditors, review all issues and provide documentation related to the change, including the information to be included in the notice of change of auditors and documentation required pursuant to the then current legislation, rules, policies and instruments of applicable regulatory authorities and the planned steps for an orderly transition period; and

(vi) review all reportable events, including disagreements, unresolved issues and consultations, as defined by Applicable Laws, on a routine basis, whether or not there is to be a change of the external auditors.

(f) The Audit Committee shall enquire into and determine the appropriate resolution of any conflict of interest in respect of audit or financial matters which are directed to the Audit Committee by any member of the Board, a shareholder of the Corporation, the external auditors or senior management.

(g) The Audit Committee shall periodically review with management the need for an internal audit function.

(h) The Audit Committee shall review the accounting and reporting of costs, liabilities and contingencies of the Corporation.

(i) The Audit Committee shall establish and maintain procedures for:

(i) the receipt, retention and treatment of complaints received by the Company regarding accounting controls or auditing matters;

(ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or audit matters; and

(iii) reviewing arrangements by which staff of the Corporation may, in confidence, raise concerns about possible improprieties in matters of financial reporting and ensuring that arrangements are in place for proportionate and independent investigation and follow-up action.

(j) The Audit Committee shall review all related party transactions and discuss the business rationale for these transactions and determine whether appropriate disclosures have been made.

(k) The Audit Committee shall establish a policy for release of earnings press releases as well as for the release of financial information and earnings guidance provided to analysts and rating agencies.

(l) The Audit Committee shall discuss with management the Corporation’s process for performing its quarterly certifications pursuant to Multilateral Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

(m) The Audit Committee shall discuss the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

(n) The Audit Committee shall review the Corporation’s compliance and ethics programs, including consideration of legal and regulatory requirements, and shall review with management its periodic evaluation of the effectiveness of such programs.

(o) The Audit Committee shall review the Corporation’s code of conduct and programs that management has established to monitor compliance with such code.

(p) The Audit Committee shall establish, monitor and review policies and procedures for internal accounting, financial control and management information.

(q) The Audit Committee shall review and approve the Corporation’s hiring policies regarding employees and former employees of the present and former external auditors.

(r) The Audit Committee shall receive any reports from legal counsel of evidence of a material violation of securities laws or breaches of fiduciary duty by the Corporation.

(s) The Audit Committee shall review with the Corporation’s legal counsel, on no less than an annual basis, any legal matter that could have a material impact on the Corporation’s financial statements and any enquiries received from regulators or government agencies.

(t) The Audit Committee shall assess, on an annual basis, the adequacy of this Charter and the performance of the Audit Committee.

Approved by the Directors on February 23, 2007.

EX-4.2 3 a2194290zex-4_2.htm EXHIBIT 4.2

Exhibit 4.2

DragonWave Inc.

Management’s Discussion and Analysis

For the year ended February 28, 2009

MANAGEMENT’S DISCUSSION AND ANALYSIS

DATED: MAY 7, 2009

The following provides management’s discussion and analysis (“MD&A”) of DragonWave Inc.’s consolidated results of operations and financial condition for year ended February 28, 2009. For additional information and details about the risks the company faces, readers are referred to the Company’s Annual Information Form (AIF), which is published separately on May 7, 2009 and available at www.sedar.com.

The Company’s fiscal year commences March 1 of each year and ends on the last day of February of the following year.

In this document, “we”, “us”, “our”, “Company” and “DragonWave” all refer to DragonWave Inc. collectively with its subsidiaries, DRAGONWAVE CORP & 4472314 Canada Inc. The content of this MD&A has been approved by the Board of Directors, on the recommendation of its Audit Committee.

Forward-Looking Statements

The following table sets out selected consolidated financial information for the periods indicated. The selected financial information set out below as at, and for the years ended, February 28, 2009, February 29, 2008 and February 28, 2007 has been derived from the consolidated financial statements and accompanying notes. Each investor should read the following information in conjunction with those statements and the related notes.

	Year Ended		Year Ended		Year Ended
	February 28,		February 29,		February 28,
	2009		2008		2007

REVENUE	43,334		40,404		24,170
Cost of sales	28,683		24,980		16,124
Gross profit	14,651		15,424		8,046

EXPENSES
Research and development	10,628		10,378		6,107
Selling and marketing	10,649		8,858		5,983
General and administrative	4,079		3,885		2,554
Investment tax credits	(82	)	(492	)	(739	)
Restructuring Charges	501		—		—
	25,775		22,629		13,905
Loss from Operations	(11,124	)	(7,205	)	(5,859	)

Interest income (expense), net	658		906		(492	)

Interest expense on debt component of redeemable preferred shares and convertible debt	—		(500	)	(3,610	)
Patent fee	—		—		(435	)
Foreign exchange gain (loss)	4,514		(1,453	)	(328	)
Net loss	(5,952	)	(8,252	)	(10,724	)
Income taxes	(37	)
Net and Comprehensive Loss	(5,989	)	(8,252	)	(10,724	)
Deficit, beginning of period	(71,871	)	(63,619	)	(52,895	)
Deficit, end of period	(77,860	)	(71,871	)	(63,619	)

Basic and fully diluted loss per share	(0.21	)	(0.35	)	(2.96	)
Basic and diluted weighted average number of Shares outstanding (1)	28,537,202		23,448,504		3,615,466

(1) after giving effect to the one-for-ten share consolidation

	As at	As at	As at
	February 28,	February 29,	February 28,
	2009	2008	2007
Consolidated Balance Sheet Data:
Cash and cash equivalents	8,504	1,551	1,334
Short Term Investments	14,994	31,908	—
Total Assets	51,828	59,815	20,540
Line of credit	641	550	4,443
Convertible debt	—	—	13,020
Debt component of redeemable preferred shares	—	—	18,004
Total liabilities	8,533	11,318	44,744
Total shareholder’s equity (deficiency)	43,295	48,497	(24,204	)

Overview

DragonWave Inc. is a foremost industry innovator who designs, develops and manufactures carrier-grade microwave equipment offering high capacity broadband wireless systems for network operators and service providers worldwide. The Company delivers native Ethernet wireless point-to-point backhaul networks for the transport of voice, video and data.

DragonWave entered fiscal 2009 with a strategy to continue its thrusts to grow revenue, expand internationally, penetrate new customers, and improve margin. The year end results show that a revenue growth of 7% over the previous year was attained. There were two main factors that constrained revenue from growing faster during the year. The first is the announcement of a business combination of two of DragonWave’s carrier customers in North America that resulted in purchases from both customers being curtailed as regulatory approval was pursued and the combination was completed. The combination of Clearwire and Sprint’s broadband business was completed successfully at the end of November 2008 and the transaction included an injection of $3.2 billion USD. The second factor constraining growth was the effect of the macroeconomic instability the world is experiencing which had the impact of changing some customer buying patterns to conserve cash. On the international expansion front, revenue from outside north America increased by 11% year over year. The dampening effect of the financial market situation was most noticeable in Europe with the Middle East market reflecting less of an impact. New customer acquisition was strong with 55 new customers being sold to during the year bringing the customer base to more than 250 customers worldwide, in 56 countries. The value proposition of DragonWave’s Horizon product family with its carrier class performance, low power consumption, in indoor and outdoor configurations were important determinants of these new customer wins. DragonWave’s gross margin came in at 34% in fiscal 2009 versus 38% in fiscal 2008. Half of this decline in gross margin is a result of an excess inventory charge of $1.0 million being taken in the fourth quarter. This provision recognizes material that has become excess based on the rapid success of the Horizon product platform. The other half of the decline was a combination of product mix shifting to an average of lower capacity products, some one-time costs associated with a new carrier win, and higher freight costs. Overall the company has remained healthy and is now well positioned to address opportunities in FY2010.

Several important customer announcements during the year highlighted the scale and geographic distribution of the new wins. In the Latin American region, M3 Wireless of Bermuda announced their intention to use DragonWave equipment for backhaul in their network and DragonWave was pleased to have Brightstar sign on as a new distributor in the Caribbean. In Europe, Altitude Infrastructure, a subsidiary of Altitude Group, selected DragonWave products to provide high capacity Ethernet backhaul as part of its rollout of WiMAX broadband services across France. A major win in Italy was also announced where Linkem Spa, one of that country’s largest broadband service providers selected DragonWave’s Horizon Compact for their new WiMAX network. Pakistan has become one of DragonWave’s most active markets and the recently announced win with wi-tribe Pakistan Limited, a WiMAX service provider in the country has further strengthened DragonWave’s presence there.

One of the most significant shifts in the product mix in this fiscal year was the swing toward DragonWave’s Horizon product family. By the fourth quarter this year, greater than 90% of all orders received were for either Horizon Compact or Horizon Duo, and this trend is expected to continue. The Company is very pleased with the market’s adoption of Horizon and believes that it will continue to gain traction in the backhaul market. The low projected demand for AirPair products, however has necessitated an examination of the existing inventory levels for AirPair specific components. The total value of the inventory provision recorded in the 4th quarter of FY09 for excess AirPair inventory is $1.0 million. A significant portion of this provision relates to two critical components secured by DragonWave as part of a last time buy agreement in 2005 ($ 0.9 million).

Within the context of limited revenue growth and visibility, DragonWave’s focus centred on cost control. Although certain costs were consciously expended to achieve new large customer wins, where possible DragonWave took aggressive steps to find new sources of supply, and re-think shipping methods. In an environment of intense pricing pressure, higher fuel surcharges, and increased overhead and labour costs associated early stage production of Horizon, DragonWave was able to limit the margin erosion to 2% before the excess

AirPair inventory provision was taken (FY09 Margin before AirPair provision: 36.1%; FY09 Margin after AirPair provision: 33.8%; FY08 gross margin 38.2%).

The aggressive cost reduction measures designed to proactively reduce the cost structure of the company were extended to include the elimination of approximately twenty positions from the Company’s workforce in the third quarter which reduced the Company’s total headcount by close to 13%. The Company also announced that it would be cancelling its dual listing on the London Stock Exchange’s Alternative Investor Market (AIM).

DragonWave also took the proactive step in fiscal 2009 of adopting a shareholder rights plan (the “Rights Plan”) designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company. The Rights Plan is intended to provide the Company’s Board with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide the Company’s shareholders with adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly and offer fair value, and permits bids that meet certain requirements intended to protect the interests of all shareholders.

In fiscal year 2010, the Company plans to continue to attract new customers globally whilst meeting the growing needs of its existing customer base including carriers, distributors, and Value Added Re-sellers. The Company will continue to push down the cost curve with investment in product design, and through global changes to the sources of its supply.

Revenue and Expenses

The Company distributes its products and services through a combination of direct and indirect sales channels. In the service provider market, the Company’s direct sales efforts target customers worldwide implementing or planning networks, and include marketing to prospective customers where spectrum is being sold in anticipation of a network build. The sales cycle to this class of customer typically involves a trial (or trials), and generally requires nine to twelve months from first contact before orders are received. Once the order stage is reached, a supply agreement is usually established and multiple orders are processed under one master supply arrangement. The Company addresses the remainder of the market through a network of distributors, Value Added Resellers (“VARs”) and Original Equipment Manufacturers (“OEMs”), leveraging the market specific expertise of these channel partners.

The Company evaluates revenue performance over three main geographic regions. These regions are North America; Europe the Middle East and Africa (EMEA); and Rest of World (ROW). The following table sets out the portion of new customers and existing customers DragonWave shipped to in fiscal year 2009.

The chart above demonstrates the growing interest in DragonWave’s wireless Ethernet products internationally. To support the globalization initiative, the Company invested in more sales resources in EMEA, in developing product variants to meet specific country requirements, and in certifying products for sale in new regions. The Company intends to continue its efforts to increase sales penetration in locations outside North America in fiscal 2010.

The Company’s manufacturing strategy continues to centre on the utilization of outsourced manufacturing to meet the increasing demand for the Company’s products worldwide. As such, a large component of the Company’s cost of sales is the cost of product purchased from outsourced manufacturers. In addition to the cost of product payable to outsourced manufacturers, the Company incurs expenses associated with final configuration, testing, logistics and warranty activities. Final test and assembly for the links sold by the Company is carried out on DragonWave’s premises. The Company primarily uses the services of two outsourced manufacturers. One of those manufacturers is BreconRidge Corporation. BreconRidge is a related party because one of its directors, Terence Matthews, holds a significant equity position in both the Company and BreconRidge. Management believes that the commercial terms of the Company’s arrangement with BreconRidge reflect fair market terms and payment provisions. Research and development costs relate mainly to the compensation of the Company’s engineering group and the material consumption associated with prototyping activities. Selling and marketing expenses include the remuneration of sales staff, travel and trade show activities, and customer support services.

General and administrative expenses relate to the remuneration of related personnel, and professional fees associated with tax, accounting and legal advice, and insurance costs.

Occupancy and information systems costs are related to the Company’s leasing costs and communications networks and are accumulated and allocated, based on headcount, to all functional areas in the Company’s business. The Company’s facilities are leased from a related party that is controlled by a director and shareholder of the Company. Management believes the terms of the lease reflect fair market terms and payment provisions.

For the period from March 1, 2007 until DragonWave’s initial public offering on April 19, 2007 DragonWave was classified as a Canadian controlled private corporation (CCPC). By virtue of being a CCPC, the Company claimed and received a partial cash refund relating to qualified research and development expenditures from the Canadian federal and provincial governments. The cash refundable amount was estimated by Management each year and is reflected in the financial statements of the Company as a reduction to expenses. As a consequence of ceasing to be a CCPC, the federal portion of Investment Tax Credits (ITCs) earned by the Company will no longer

be refundable but will still be available to the Company at a reduced rate to reduce future cash taxes payable. There is still a refundable provisional investment tax credit available to the Company.

The Company conducts the majority of its business transactions in two currencies, U.S. dollars and Canadian dollars. Most of the Company’s sales and cost of sales are denominated in U.S. dollars. Since the Company’s headquarters are located in Canada, the majority of the Company’s operating expenses (including salaries and operating costs but excluding cost of sales) are denominated in Canadian dollars. The majority of the proceeds from the initial public offering and follow on offering were received by the Company in Canadian dollars. This supply of Canadian currency significantly reduces the requirement for DragonWave to purchase Canadian dollars to pay Canadian based expenses for the foreseeable future. The requirement to sell U.S. currency and purchase Canadian dollars in the past exposed the company to fluctuations in the Canadian and U.S. dollar exchange rates.

Comparison of the three months, and years ended February 28, 2009 and February 29, 2008

Revenue

Three Months Ended		Twelve Months Ended
Feb. 28	Feb. 29	Feb. 28	Feb. 29
2009	2008	2009	2008
$	$	$	$

11,333	10,342	43,334	40,404

Revenue increased by 9.6% or $1.0 million for the fourth quarter of fiscal 2009 compared with the same period in the previous year and by 7.3 % or $2.9 million for the year ended February 28, 2009 compared with the twelve months ended February 29, 2008.

Changes to Revenue; Q4 FY2009 vs. Q4 FY008

New Customers (China, Pakistan, Middle East, Italy)	3.0
Existing Customers: Distributors and VARs globally	(0.4	)
Existing Customers: Regional Carriers and Internet Service Providers, primarily in Europe	(0.9	)
Timing of the completion of certain Engineering Services Contracts	(0.7	)
	1.0

Changes to Revenue; FY2009 vs. FY008

New Customers: (Primarily a regional carrier in Pakistan; VAR in Italy)	4.6
New Customers: (VAR in China)	1.5
New Customers: (North American based VARs & Regional Carriers)	0.8
Existing Customers: (Regional Carrier in Canada)	0.7
Existing Customers: (Primarily the timing of completion of projects in Germany/Spain)	(3.5	)
Existing Customers: (North American based distributors and VARs)	(0.4	)
Timing of the completion of certain Engineering Services Contracts	(0.8	)
	2.9

The table below, shows the fourth quarter and total year breakdown by region, and reveals the impact by region of the factors described above.

	Three months ended						Twelve Months ended
	Feb. 28, 2009			Feb. 29, 2008			Feb. 28, 2009			Feb. 29, 2008
	$	%		$	%		$	%		$	%

North America	7,579	67	%	8,121	79	%	29,641	69	%	28,065	70	%
Europe, Middle East and Africa	2,141	19	%	2,074	20	%	11,334	26	%	11,382	28	%
ROW	1,613	14	%	147	1	%	2,359	5	%	957	2	%
	11,333	100	%	10,342	100	%	43,334	100	%	40,404	100	%

Gross Profit

	Three Months Ended				Twelve Months Ended
	Feb. 28		Feb. 29		Feb. 28		Feb. 29
	2009		2008		2009		2008
	$		$		$		$
Gross Margin before Airpair
Inventory Provision	3,935		4,256		15,647		15,424
	34.7	%	41.2	%	36.1	%	38.2	%
Less: Airpair Inventory Provision	996		0		996		0

Gross Profit	2,939		4,256		14,651		15,424
	25.9	%	41.2	%	33.8	%	38.2	%

The decrease in margin as a percentage of revenue in the fourth quarter of fiscal 2009 when compared to the same period in the previous year can be attributed to several factors which have been impacting the Company for the past two quarters. First, a combination of product mix changes and significant global pricing pressures have resulted in a 4.5% reduction to margin year over year. Second, overhead and labour costs associated with the shift to a product line in the early phases of production had the impact of reducing margin by 1%. Finally, higher costs associated with the globalization of DragonWave’s product sourcing strategy, including costs associated with transportation accounted for a 1% reduction. The AirPair inventory provision, discussed previously reflects the excess component inventory perceived to exist in an environment where DragonWave’s Horizon product line has been so successful in its acceptance. The provision had a 8.8% impact on margin in the quarter.

An examination of the 2.1% margin percentage change when comparing fiscal year 2009 to fiscal year 2008 reveals the impact of a number of pressures on the business. Once again, labour and overhead costs associated with the final test and assembly for the horizon product line are higher than the more mature AirPair product line and these higher costs had a 1% impact on gross margin. The shift to suppliers located in China and the utilization of a Contract Manufacturer in the United States resulted in higher freight costs and this reduced margin by approximately 1% in the year as well. DragonWave continues to take significant steps to reduce the material costs of their products through design modifications and changes to their sources of supply. Strategies to minimize the impact of transportation costs are being employed and the overhead and labour costs associated with the early

phases of producing Horizon Compact and Horizon Duo are expected to decline with experience and the migration of a greater portion of the process to contract manufacturers. The AirPair inventory provision had a 2.3% impact on margin for the year.

Research and Development

Three Months Ended		Twelve Months Ended
Feb. 28	Feb. 29	Feb. 28	Feb. 29
2009	2008	2009	2008
$	$	$	$

2,476	2,806	10,628	10,378

Research and development (“R&D”) expenses decreased by $0.4 million for the three months ended February 28, 2009 and increased by $0.3 million for the year ended February 28, 2009 when compared with the same periods in the prior fiscal year.

The restructuring actions which were announced on the first day of the fourth quarter had the effect of reducing the number of R&D resources. Lower compensation related charges, and costs associated with external contractors were the primary contributors to the $0.4 million of lower spending in the fourth quarter of fiscal 2009 when compared to the same period in the previous year.

The R&D organization grew in the first three quarters of fiscal 2009 and this growth fueled a $0.4 million dollar increase in compensation related charges relative to the compensation costs in fiscal 2008. In addition, depreciation expenses on recently purchased test equipment and related costs added $0.2 million to the R&D costs base year over year. Offsetting these increases was lower material spending, which decreased by $0.3 million. Material spending for prototype builds increases or decreases in response to the timing of product releases. Horizon Compact and Duo were released in fiscal 2008 and early in fiscal 2009 respectively, and therefore the material spending in support of these releases was higher in fiscal 2008 than it was in fiscal 2009.

Selling & Marketing

Three Months Ended		Twelve Months Ended
Feb. 28	Feb. 29	Feb. 28	Feb. 29
2009	2008	2009	2008
$	$	$	$

2,453	2,728	10,649	8,858

Sales and Marketing expenses decreased by $0.3 million in the fourth quarter of fiscal 2009 relative to the same period in the previous year and increased by $1.8 million for the twelve month period ending February 28, 2009 relative to fiscal 2008.

DragonWave took active steps in fiscal 2009 to increase the number of sales and support personnel internationally. In addition, new marketing and product line management team members were also successfully recruited. Compensation costs including variable compensation, therefore, was the primary contributor to higher

spending levels in fiscal 2009. The higher costs associated with the increased resource pool were offset in the fourth quarter by lower variable compensation costs (Q4 - $0.3 million lower; FY2009 - $ 1.1 million higher) The costs associated with supporting foreign offices increased year over year as well (Q4 - - $0.1 million higher; FY2009 - $ 0.3 million higher). Travel related spending for the year increased, although aggressive steps to minimize travel and control costs in the fourth quarter resulted in a decreased spending level quarter over quarter (Q4 - $0.1 million lower; FY2009 - $ 0.4 million higher)

General & Administrative

Three Months Ended		Twelve Months Ended
Feb. 28	Feb. 29	Feb. 28	Feb. 29
2009	2008	2009	2008
$	$	$	$

1,051	991	4,079	3,885

General and administrative expenses increased by $0.1 million for the three months ended February 28, 2009 and $0.2 million for year ended February 28, 2009 when compared to the same periods in the previous year.

The $0.1 million increase in spending in the fourth quarter of 2009 compared to the same quarter in fiscal 2008 can be attributed to higher business taxes, insurance and banking fees. An examination of total year spending indicates that $0.2 million higher expenses associated with stock option compensation was a contributor to the year over year variance. Stock option compensation expense is not cash impacting. A higher bad debt provision associated with a specific account in the Middle East contributed $0.2 million to the increase which was offset by lower commodity and capital tax provisions which were reduced by approximately $0.2 million.

Investment Tax Credits

Three Months Ended			Twelve Months Ended
Feb. 28	Feb. 29		Feb. 28		Feb. 29
2009	2008		2009		2008
$	$		$		$

0	(50	)	(82	)	(492	)

Investment tax credits declined by $0.1 million for the three months ended February 28, 2009 and by $0.4 million for the year ended February 28, 2009. The Company was eligible to claim both federal and provincial refundable investment tax credits (ITCs) for the first 49 days of fiscal 2008, until April 18th, 2007. After that date the Company’s status as a Canadian Controlled Private Corporation (CCPC) ended and the federal portion of the refundable ITCs ceased to be available. While the company will continue to be eligible to claim investment tax credits to reduce future tax liabilities, only the provincial portion of the credit remains refundable.

Restructuring Expenses

Three Months Ended		Twelve Months Ended
Feb. 28	Feb. 29	Feb. 28	Feb. 29
2009	2008	2009	2008
$	$	$	$

17	0	501	0

During the third fiscal quarter of the year ending February 29, 2008, the Company implemented a restructuring plan aimed at reducing its operating expenses due to the uncertainty in some of its markets arising from the global financial conditions.

Restructuring charges related to severance costs and other cost reduction measures were $0.5 million and $.04 million respectively. Other costs include both legal and contract termination costs. All restructuring costs have been recognized in the current period. The greater part of all cash disbursements related to these restructuring costs took place during the three month period ending February 28, 2009 with a balance still owing of $17 thousand which is included in accounts payable.

Interest Income (Net)

	Three Months Ended				Twelve Months Ended
	Feb. 28		Feb. 29		Feb. 28		Feb. 29
	2009		2008		2009		2008
	$		$		$		$

Interest Income	83		454		693		1109
Interest Expense	(10	)	(11	)	(35	)	(203	)
	73		443		658		906

Interest income is calculated on the Company’s guaranteed short term investment. The Company values the investment at market value. Interest expense is paid on the Company’s line of credit.

The decreased principal and prime lending rate has resulted in lower interest income values in the fourth quarter and year to date, when compared to the same periods in the previous year. The line of credit balance in its native currency has remained unchanged for the last five fiscal quarters, which resulted in no significant variance in interest expense. In fiscal 2008, the line of credit balance remained high for a portion of the year.

Interest expense on debt component of preferred shares and convertible debt:

Three Months Ended		Twelve Months Ended
Feb. 28	Feb. 29	Feb. 28	Feb. 29
2009	2008	2009	2008
$	$	$	$

0	0	0	(500	)

Interest accrued on the debt portion of Series A-1 Preferred Shares and Class B Preferred Shares and on the convertible secured subordinated promissory notes (the “Convertible Debt”) decreased from $ 0.5 million for the twelve months ended February 29, 2008 to $nil for the twelve months ended February 28, 2009. Following the Company’s IPO the convertible debt and redeemable preferred shares were converted into common shares and interest no longer needed to be accrued on these instruments.

Foreign Exchange Gain (Loss)

Three Months Ended			Twelve Months Ended
Feb. 28	Feb. 29		Feb. 28	Feb. 29
2009	2008		2009	2008
$	$		$	$

850	(472	)	4,514	(1,453	)

The foreign exchange gains recognized in fiscal 2009 result from the increasing strength of the U.S. dollar relative to the Canadian dollar over the course of fiscal 2009. The gain is generated when U.S. denominated monetary assets are translated into Canadian dollars at the balance sheet date.

Liquidity and Capital Resources

As at February 28, 2009, the Company had a credit line in place with a major U.S.-based bank which allows borrowing to support working capital requirements of up to $5.0 million.

The table below outlines selected balance sheet accounts and key ratios:

	As at	As at
	February 28,	February 29,
	2009	2008
Key Balance Sheet Amounts and Ratios:
Cash and Cash Equivalents	8,504	1,551
Short Term Investments	14,994	31,908
Working Capital	40,619	45,674
Long Term Assets	2,676	2,823
Long Term Liabilities	—	—
Working Capital Ratio	5.8 : 1	5.0 : 1
Days Sales Outstanding in accounts receivable	76 days	97 days
Inventory Turnover	2.3 times	3.2 times

Cash

As at February 28, 2009 the Company had $23.5 million in cash and cash equivalents plus short term investments representing a $10.0 million decrease from February 29, 2008. The cash was used in FY09 in a number of ways. First, the net loss of $4.3 million ($5.9 million adjusted for items in net income which don’t affect cash including $1.1 million in depreciation and $0.6 million in stock based compensation) had a significant impact. The $5.0 million growth in non-cash working capital was also an important driver, the most significant element in the non-cash working capital increase was the growth in inventory. The Company continued to invest in critical capital assets and this further utilized $0.9 million in cash resources. Offsetting these factors were a number of small financing activities including most prominently the exercise of warrants, together these activities provided $0.2 million dollars to the cash available to the Company.

Working Capital

	February 29, 2008 to
Changes in working capital	February 28, 2009

Cash and cash equivalents and Short Term Investments	(10.0	)
Accounts Receivable	(0.9	)
Other receivables	(0.4	)
Inventory	3.7
Prepaid Expenses	(0.3	)
Accounts Payable and accrued liabilities	3.4
Deferred Revenue	(0.5	)

Net Change in Working Capital	(5.0	)

Working capital is calculated as the difference between the Company’s current assets and current liabilities. The Company’s working capital balance decreased by $5.0 million between February 29, 2008 and February 28, 2009. The decrease in cash and cash equivalents combined with short term investments had the most significant impact.

Decreases in the outstanding accounts receivable balance as well as other receivables was offset by the growth in inventory and the decrease in accounts payable and accrued liabilities amounts.

The days sales outstanding in accounts receivable, (DSO), as at February 28, 2009 was 76 days. This calculation was 21 days lower than the DSO of 97 days at February 29, 2008. The Company evaluates DSO by determining the number of days of sales in the ending accounts receivable balance with reference to the most recent monthly sales, rather than average yearly or quarterly values. A significant number of customers world wide are demanding longer payment terms, which is a reflection of the global economic environment at present. This appetite for extended terms is likely to continue to push DragonWave’s days sales outstanding figure higher.

Inventory turnover for February 28, 2009 was 2.3 times for the period then ended, a turnover level similar to that experienced at November 30, 2008.. Turnover is calculated with reference to the most recent monthly standard cost of goods sold and is based on the period ending inventory balance of production related inventory (net of labour and overhead allocations). The Company will be continuing to pursue a variety of strategic directions with their outsourced manufacturers with the objective of reducing inventory levels and improving turnover going forward.

Cash Inflows and Outflows:

	28-Feb-09		29-Feb-08		28-Feb-07
	$		$		$
Cash Inflows and (Outflows) by Activity:
Operating activities	(10,356	)	(10,178	)	(8,165	)
Investing activities	16,150		(34,182	)	(300	)
Financing activities	252		45,150		4,679
Effect of foreign exchange on bank accounts	907		(573	)	(1	)
Net cash inflows (outflows)	6,953		217		(3,787	)

Cash Used in Operating Activities

DragonWave used $10.4 million dollars in operating related activities in the twelve month period ended February 28, 2009. The Company’s net loss accounted for the majority of the usage ($5.9 million), while the increase in non-cash working capital ($5.0) million accounted for the majority of the remaining difference.

Purchase of Capital Assets

Capital asset purchases for the year ended February 28, 2009 were $0.9 million compared to $2.8 million for the same period in the prior year. In FY2008 the significant capital spending level related primarily to the acquisition of test equipment and R&D lab equipment required to meet the changing capability requirements of the new product lines including Horizon Compact and Horizon Duo. This spending declined in FY09 as most of the capability related equipment was already purchased. Spending also occurred, to a lesser extent in the desktop and IT infrastructure area to meet the needs of the growing labour force in the Company.

Financing Activities

There was a limited level of financing activities during the twelve month period ending February 28, 2009. Proceeds of $0.2 million were received due to the issuance of 114,980 common shares as a result of the Company’s bank exercising three separate warrants.

Liquidity and Capital Resource Requirements

Based on the Company’s recent performance, current revenue expectations, and the funds raised through the financing activities during the year outlined above, Management believes cash resources will be available to satisfy working capital needs for at least the next 12 months.

Off Balance Sheet Arrangements

The Company leases space for its headquarters in Ottawa, Ontario. The research and development, final configuration and test, and G&A groups are also housed in this facility. The Company also leases warehouse spaces in Ottawa, Ontario. The building lease expires in November, 2011, while the warehouse lease expires in October 2009. Additional warehouse space is leased on a month by month basis. The rental costs including operating expenses total $49,640 and $13,370 per month respectively. In April, 2008 the Company signed a lease agreement in England. The lease expires in April, 2013 and rental costs including operating costs total $6,349 per month.

The Company uses an outsourced manufacturing model whereby most of the component acquisition and assembly of the Company’s products are executed by third parties. Generally, the Company provides the supplier with a purchase order 90 days in advance of expected delivery. The Company is responsible for the financial impact of any changes to the product requirements within this period.

Transactions with Related Parties

The Company leases premises from a real estate company controlled by a board member. During the year ended February 28, 2009, the Company paid $0.8 million (year ended February 29, 2008 - $0.8 million), relating to the rent and operating costs associated with this real estate. These amounts have been allocated amongst various expense accounts.

The Company also purchased products and services from two companies controlled or significantly influenced by a Board Member. Total net product and services purchased for the year ended February 28, 2009 was $14.3 million (year ended February 29, 2008 - $14.9 million), and the value owing for net purchases at February 28, 2009 was $1.4 million (February 29, 2008 - $1.0 million) and is included in accounts payable and accrued liabilities. The majority of the purchases have been recorded in inventory and cost of sales.

Interest expense paid to a related party for a Company issued Convertible Debenture for the year ended February 28, 2009 was $nil (year ended February 29, 2008 - $0.1 million).

All transactions are in the normal course of business and have been recorded at the exchange amount.

Description of Credit Facilities

Bank Line of Credit

As at February 28, 2009, the Company had drawn $0.6 million (February 29, 2008 – $0.6 million), on an operating credit facility with a limit of $5.0 million (February 29, 2008 - $5.0 million). Interest is calculated at the bank’s prime rate of interest plus 1.0% and resulted in a weighted average effective rate of 5.44% (February 29, 2008 - 8%). The draw on the line of credit is denominated in both Canadian and US currencies. The Company has

provided a general security agreement on accounts receivable and a refundable tax credit assignment (included in other receivables - note 3). The Company was in compliance with the financial covenants included in the lending agreement as at February 28, 2009

CONTROLS AND PROCEDURES

In compliance with the Canadian Securities Administrators’ National Instrument 52-109 (“NI 52-109”), we have filed certificates signed by the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) that, among other things, report on the design and effectiveness of disclosure controls and procedures and the design and effectiveness of internal controls over financial reporting.

Disclosure controls and procedures

The CEO and the CFO have designed disclosure controls and procedures, or have caused them to be designed under their supervision, in order to provide reasonable assurance that within the time periods specified in securities legislation:

· material information relating to the Corporation has been made known to them; and

· information required to be disclosed in the Corporation’s filings is recorded, processed, summarized and reported

An evaluation was carried out, under the supervision of the CEO and the CFO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, the CEO and the CFO concluded that the disclosure controls and procedures are effective.

Internal controls over financial reporting

The CEO and the CFO have also designed internal controls over financial reporting, or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP.

An evaluation was carried out, under the supervision of the CEO and the CFO, of the design and effectiveness of our internal controls over financial reporting. Based on this evaluation, the CEO and the CFO concluded that the internal controls over financial reporting are effective.

Changes in internal controls over financial reporting

No changes were made to our internal controls over financial reporting that occurred during the fourth quarter of fiscal year 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Inventory

Inventory is valued at the lower of cost and market. The cost of raw materials is calculated on a standard cost basis, which approximates average cost. Market is determined as net realizable value for finished goods, raw materials and work in progress. Indirect manufacturing costs and direct labour expenses are allocated systematically to the total production inventory.

Revenue recognition

The Company derives revenue from the sale of broadband wireless backhaul equipment which includes embedded software and a license to use said software and extended product warranties. Software is considered to be incidental to the product. Services range from installation and training to basic consulting. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and there are no significant remaining vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where final acceptance of the product is specified by the customer, revenue is deferred until acceptance criteria have been met. Additionally, the Company’s business agreements may contain multiple elements. Accordingly, the Company is required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, the Company allocates revenue to each component of the arrangement using the residual value method, based on vendor-specific objective evidence of the fair value of the undelivered elements. These elements may include one or more of the following: advanced replacement, extended warranties, training, and installation. The Company allocates the arrangement fee, in a multiple-element transaction, to the undelivered elements based on the total fair value of those undelivered elements, as indicated by vendor-specific objective evidence. This portion of the arrangement fee is deferred. The difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple element arrangement, and therefore, the Company would allocate the corresponding revenue among the various components, as described above.

The Company generates revenue through direct sales and sales to distributors. Revenue on stocking orders sold to distributors is not recognized until the product is delivered to an end user.

Revenue associated with extended warranty and advanced replacement is recognized rateably over the life of the contract.

Revenue from engineering services or development agreements is recognized according to the specific terms and acceptance criteria as services are rendered.

Shipping and handling costs borne by the Company are recorded in costs of sales. Shipping and handling costs charged to customers are recorded as revenue, if billed at the time of shipment. Costs charged to customers after delivery are recorded in cost of sales.

Research and development

Research costs are expensed as incurred. Development costs other than property and equipment are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Development costs incurred prior to establishment of technological feasibility do not meet these criteria, and are expensed as incurred. Government assistance and investment tax credits relating to ongoing research and development costs are recorded as a recovery of the related research and development expenses, and where such assistance is reasonably assured.

Foreign currency translation

The Company’s foreign subsidiary is considered financially and operationally integrated and is translated into Canadian dollars using the temporal method of translation: monetary assets and liabilities are translated at the period end exchange rate, non-monetary assets are translated at the historical exchange rate, and revenue and expense items are translated at the average exchange rate. Gains or losses resulting from the translation adjustments are included in income.

Income taxes

The Company follows the liability method in accounting for income taxes. Under this method, current income taxes are recognized based on an estimate of the current year. Future tax assets and liabilities are recorded for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements. The future benefit of losses available to be carried forward, and likely to be realized are measured using the substantively enacted tax rate in effect at the time in which the losses will be utilized. A valuation allowance is recorded when it is more likely than not that the benefit of the future income tax asset will not be realized.

Loss per share

Basic loss per share is calculated by dividing net loss available to Common shareholders by the weighted average number of Common shares outstanding during the period. For all periods presented, the net loss available to Common shareholders equates to the net loss. The diluted loss per share does not differ from the basic loss per share as outstanding dilutive instruments are anti-dilutive.

Diluted net loss per share is equal to the basic net loss per share since the effect of exercising 2,075,918 stock options (2008 — 1,604,350) would be antidilutive for all periods.

Stock option plan

The company has a stock option plan which is described in Note 9. The Company accounts for stock options granted to employees using the fair value method, in accordance with the recommendations in CICA Handbook section 3870, Stock-based Compensation and Other Stock-based Payments. In accordance with the fair value method, the Company recognizes estimated compensation expense related to stock options over the vesting period of the options granted, with the related credit being charged to contributed surplus.

The Company launched an employee share purchase plan on October 20, 2008. The plan includes provisions to allow employees to purchase Common shares. The Company will match the contribution at a rate of 25%. Proceeds from employees and cost of matching shares are recorded in equity at the time the shares are issued. The shares contributed by the Company will vest 12 months after issuance with a corresponding compensation expense recognized into income.

CHANGES IN ACCOUNTING POLICIES

The CICA has issued the following new Handbook Sections which affect the current period:

a) Handbook Section 3862, “Financial Instruments — Disclosures,” applies to fiscal years beginning on or after October 1, 2007. This Section modifies the disclosure standards for financial instruments that were included in Section 3861 “Financial Instruments — Disclosure and Presentation”. The new standard requires entities to provide disclosure on a) the significance of financial instruments for the entity’s financial position and performance and b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks. The Company has provided the required disclosure in Note 11.

b) Handbook Section 3863, “Financial Instruments — Presentation,” applies to fiscal years beginning on or after October 1, 2007. This Section carries forward the same presentation standards for financial instruments that were included in Section 3861 “Financial Instruments — Disclosure and Presentation”.

c) Handbook Section 3031, “Inventories”, was issued in March 2007 and replaces Section 3030 “Inventories” effective for fiscal years beginning on or after January 1, 2008. The new section prescribes measurement of inventories at the lower of cost and net realizable value. It provides guidance on the determination of cost, prohibiting the use of the last in, first out method (LIFO), and requires the reversal of previous write-downs when there is a subsequent increase in the value of inventories. The changes noted above have been incorporated in the current years financial statements and analysis.

d) Section 1535, “Capital Disclosures”, establishes standards for disclosing information about an entity’s capital and how it is managed. It describes the disclosure of the entity’s objectives, policies and processes for managing capital, the qualitative data about what the entity regards as capital, whether the entity has complied with any capital disclosure requirements, and, if it has not complied, the consequences of such non-compliance.

The Company is in compliance with the new Handbook Sections mentioned above as of February 28, 2009.

Future Accounting Changes

a) In 2006, Canada’s Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by public companies, being evolved and converged with International Financial Reporting Standards (“IFRS”) over a transitional period to be complete by 2011 (Q1 FY2012). The Company will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Canadian GAAP will be converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States’ Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by Canada’s Accounting Standards Board and may be introduced in Canada before the complete changeover to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the complete changeover to IFRS. The International Accounting Standards Board currently has projects underway that should result in new pronouncements that continue to evolve IFRS.

Transition to International Financial Reporting Standards (“IFRS”)

DragonWave will be required to report consolidated year end financial statements under IFRS for the first time on February 28, 2012. The Company is aware of the magnitude of the effort involved to succeed in such a transition and has begun the process to prepare for this eventuality.

The Company will start on the conversion plan in Q1 and Q2 FY2010 with the help of an external advisor. The project consists of three phases to be completed in order to change over to IFRS: diagnostic, development and implementation.

The first phase includes the identification of significant differences between the current Canadian GAAP standards and IFRS that are relevant to DragonWave and a review of the alternatives available upon adoption. The Company will perform a diagnostic review and establish the most significant differences for the Company. Canadian GAAP and IFRS differ in the following areas: revenue recognition, property and equipment, leases, provisions, reporting currency, presentation and additional disclosure requirements under IFRS. Additional differences might be identified in the future as changes to IFRS standards are released.

The second phase includes identification, evaluation and selection of accounting policies necessary for DragonWave to change over to IFRS as well as potential first-time adoption exemptions. During this phase, the Company will assess the impact of the transition on the data system and internal control over financial reporting, the further training required for the financial team and the impact on business activities such as foreign currency, capital requirements, banking agreements or compensation arrangements. The Company will begin this phase in Q3-Q4 FY2010.

The implementation phase will integrate all the solutions into the Company’s financial system and processes that are necessary for the Company to convert to IFRS.

SELECTED CONSOLIDATED QUARTERLY FINANCIAL INFORMATION

You will find below a selection of the Company’s annual audited and quarterly un-audited financial results.

	FY 2008										FY 09
	May 31		Aug 31		Nov 30		Feb 29		YE		May 31		Aug 31		Nov 28		Feb 28		YE
	2007		2007		2007		2008		2008		2008		2008		2008		2009		2009

Revenue	8,629		9,885		11,548		10,342		40,404		10,725		10,572		10,704		11,333		43,334
Gross Profit	3,025		3,611		4,532		4,256		15,424		4,381		3,627		3,704		2,939		14,651
Gross Profit %	35	%	37	%	39	%	41	%	38	%	41	%	34	%	35	%	26	%	34	%

Operating Expenses	4,899		5,405		5,850		6,475		22,629		6,835		6,460		6,483		5,997		25,775
Income from operations	(1,874	)	(1,794	)	(1,318	)	(2,219	)	(7,205	)	(2,454	)	(2,833	)	(2,779	)	(3,058	)	(11,124	)

Net income (loss) for the year	(2,726	)	(2,069	)	(1,208	)	(2,249	)	(8,252	)	(1,941	)	(1,677	)	(221	)	(2,150	)	(5,989	)
Basic and fully diluted loss per share	(0.21	)	(0.08	)	(0.04	)	(0.08	)	(0.35	)	(0.07	)	(0.06	)	(0.01	)	(0.08	)	(0.21	)
Basic and diluted weighted average number of shares outstanding	13,181,112		24,639,351		27,646,025		28,440,355		23,448,504		28,480,522		28,555,335		28,555,716		28,536,427		28,537,202

Total Assets	42,961		40,248		62,268		59,815		59,815		54,988		55,371		56,102		51,828		51,828

Historically, the Company’s operating results have fluctuated on a quarterly basis and it is expected that quarterly financial results will continue to fluctuate in the future. Fluctuations in results relate to the growth in the Company’s revenue, and the project nature of the network installations of our end customers. In addition, results may fluctuate as a result of the timing of staffing, infrastructure additions required to support growth, and material costs required to support design initiatives.

EX-4.3 4 a2194290zex-4_3.htm EXHIBIT 4.3

Exhibit 4.3

DragonWave Inc.

Management’s Discussion and Analysis

For the three months ended May 31, 2009

The following provides management’s discussion and analysis (“MD&A”) of DragonWave Inc.’s unaudited interim consolidated results of operations and financial condition for the three months ended May 31, 2009. This discussion should be read in conjunction with the Company’s unaudited consolidated interim financial statements for the three months ended May 31, 2009. For additional information and details, readers are referred to the audited annual consolidated financial statements and MD&A for fiscal 2009 and the Company’s Annual Information Form (AIF), all of which are published separately and are available at www.sedar.com.

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) and are reported in Canadian dollars. The information contained herein is dated as of July 14, 2009 and is current to that date, unless otherwise stated. The Company’s fiscal year commences March 1 of each year and ends on the last day of February of the following year.

Forward-Looking Statements

Certain statements included in this management’s discussion and analysis constitute forward-looking statements, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intent” and similar expressions to the extent they relate to the Company or its management. The Company’s actual results are subject to a number of risks and uncertainties that could cause the actual results or events to differ materially from those indicated in the forward-looking statements. To develop a better understanding of the business risk factors that could cause the actual results of DragonWave to differ materially from expectations either expressed or implied please refer to the Company’s Annual Information Form (“AIF”), a copy of which is available on SEDAR at www.sedar.com.

	Three Months		Three Months
	Ended May 31,		Ended May 31,
	2009		2008

REVENUE	15,950		10,725
Cost of sales	10,440		6,344
Gross profit	5,510		4,381

EXPENSES
Research and development	3,024		3,131
Selling and marketing	2,539		2,624
General and administrative	1,231		1,130
Investment tax credits	(60	)	(50	)
Restructuring Charges	—		—
	6,734		6,835
Loss from Operations	(1,224	)	(2,454	)

Interest income (expense), net	27		245
Foreign exchange gain (loss)	(1,686	)	268
Net loss	(2,883	)	(1,941	)
Income taxes	—		—
Net and Comprehensive Loss	(2,883	)	(1,941	)

Basic and fully diluted loss per share	(0.10	)	(0.07	)
Basic and diluted weighted average number of Shares outstanding	28,569,238		28,480,522

	As at	As at
	May 31,	February 28,
	2009	2009
Consolidated Balance Sheet Data:
Cash and cash equivalents	21,975	8,504
Short Term Investments	—	14,994
Total Assets	49,818	51,828
Line of credit	586	641
Total liabilities	9,153	8,533
Total shareholder’s equity (deficiency)	40,665	43,295

Overview

Early in the first quarter of fiscal 2010 DragonWave made an announcement relating to the significant increase in order activity attributed to an existing Customer in North America. Further, the Company released a business update in May of 2009 which articulated the expectation that this would be a “break out” year for DragonWave as a result of the expected growth in sales during the year. The first quarter was shaped by this surge, with a record quarterly revenue of $16.0 Million representing a growth of 49% year over year. Underpinning this increase was a significant effort by the operations team to successfully adjust the output levels by working with our suppliers to respond to the changing demand. Margin remained at 34.5 %, consistent with the quarterly margin realized in the fourth quarter of fiscal 2009. The Company continues to execute the cost reduction strategies which will enable DragonWave to track back toward higher margins as the year progresses. The loss from operations narrowed to $1.2 million, down from $2.5 million in the previous year. The Company’s net loss increased from $1.2 million to $2.9 million as a result of a foreign exchange expense of $1.7 million which resulted primarily from the translation of DragonWave’s cash and accounts receivable balances.

DragonWave’s growth strategy continues to have the dual focus of satisfying the growing demands from existing customers, coupled with the drive to acquire new carriers and distributors around the world. In the first quarter the Company shipped product to 11 new customers increasing the customer base to more than 260 customers in 57 countries. In the continued bid to offer comprehensive solutions to its customer base, DragonWave announced that it had qualified for the Cisco Technology Developer Program which connects Cisco with third-party developers of hardware and software to deliver tested interoperable solutions to joint customers. DragonWave also announced that its cost effective horizon compact solution was selected for Connecteo’s network throughout Western Africa.

DragonWave’s continues to focus on improving its margins by reducing the cost of its products. The strategy to achieve that comes from an outsourcing strategy that will see DragonWave’s products being sourced increasingly from low cost manufacturing locations in the Far East. Further, certain time intensive manufacturing functions will migrate to contract manufacturers better able to scale output for high volumes. In addition to the cost benefits anticipated from changing the sources of supply, and the location of manufacturing, DragonWave is anticipating that high volume orders will enable the company to achieve price discounts for many of its raw materials.

Revenue and Expenses

The Company evaluates revenue performance over three main geographic regions. These regions are North America; Europe, the Middle East and Africa (EMEA); and Rest of World (ROW). The following table sets out the portion of new customers and existing customers DragonWave shipped to in the first quarter of fiscal year 2010.

The chart above demonstrates the continued push to expand the Company’s international reach. In order to achieve the globalization objective, DragonWave continues to hire new sales and customer support representatives, and invest in certifications and product variants that enable DragonWave’s products to be marketable across a spectrum of regions.

Research and development costs relate mainly to the compensation of the Company’s engineering group and the material consumption associated with prototyping activities.

Selling and marketing expenses include the remuneration of sales staff, travel and trade show activities, and customer support services.

General and administrative expenses relate to the remuneration of related personnel, professional fees associated with tax, accounting and legal advice, and insurance costs.

As a consequence of being a publicly traded company the federal portion of Investment Tax Credits (ITCs) earned by the Company are no longer refundable but are still available to the Company to reduce future cash taxes payable. There remains a refundable provincial investment tax credit available to the Company.

The Company conducts the majority of its business transactions in two currencies, U.S. dollars and Canadian dollars. Most of the Company’s sales and cost of sales are denominated in U.S. dollars. Since the Company’s headquarters are located in Canada, the majority of the Company’s operating expenses (including salaries and operating costs but excluding cost of sales) are denominated in Canadian dollars. The majority of the proceeds from the initial public offering and follow on offering were received by the Company in Canadian dollars. This supply of Canadian currency significantly reduces the requirement for DragonWave to purchase Canadian dollars to pay Canadian based expenses. The expense or gain on the P&L is driven largely by the requirement to translate U.S. based cash deposits and accounts receivable into Canadian dollars.

Comparison of the three months ended May 31, 2009 and May 31, 2008

Revenue

Three Months Ended
May 31		May 31
2009		2008
$		$

15,950		10,725

Revenue increased by 49% or $5.2 million for the first quarter of fiscal 2010 compared with the same period in the previous year.

Changes to Revenue: Q1 FY2010 vs Q1 FY2009

Existing Customers: Regional Carriers and Internet Service Providers, primarily in NA	4.4
Existing Customers: Distributors and VARS globally	0.9
New Customers (Middle East, Europe, Turkey)	0.2
External Engineering Services Contracts	(0.3	)
	5.2

The table below shows the first quarter regional revenue breakdown. The impact of the growth in demand from an existing carrier in North America is evident in the 60% increase in North America. The 26% growth in EMEA, was driven by regional carrier demand primarily in Pakistan.

	Three months ended
	May 31, 2009			May 31, 2008
	$	%		$	%

North America	12,852	80	%	8,059	75	%
Europe, Middle East and Africa	3,027	19	%	2,416	23	%
ROW	71	1	%	250	2	%
	15,950	100	%	10,725	100	%

Gross Margin

Three Months Ended
May 31		May 31
2009		2008
$		$

10,440		6,344
34.5	%	40.8	%

DragonWave’s gross margin remains at a level consistent with both the third and fourth quarter of FY2009 (Q3 FY09; 34.6% and Q4 FY09; 34.7% - before the AirPair provision). The factors which continue to have an impact on the Company’s gross margin centre on pricing pressures and product mix factors which the Company experienced through this period. Relative to the first quarter of fiscal 2009, these factors combined to reduce margin by approximately 6%. DragonWave is in the process of securing a supply of raw materials which will assist the Company in reducing its material costs, in part as a result of the higher volumes being ordered, and in part because of a change in the sources of supply. In addition, through fiscal 2010, DragonWave will be migrating labour intensive final test and assembly processes to the contract manufacturers, which are expected to help reduce the variable overhead and labour costs for the organization.

Research and Development

Three Months Ended
May 31		May 31
2009		2008
$		$

3,024		3,131

Research and development (“R&D”) expenses decreased by $0.1 million for the three months ended May 31, 2009 when compared with the same period in the prior fiscal year.

The restructuring actions which were announced on the first day of the fourth quarter fiscal year 2009 had the effect of reducing the number of R&D resources. As a result, lower compensation related charges, and costs associated with external contractors were primary contributors to the lower spending. (Positive variance: $0.2 million). In addition, lower project spending on software when compared to the first quarter of fiscal 2009 was also partly responsible for the improvement. (Positive variance: $0.2 million). Offsetting these savings were the decreased recoveries generated from external contract billings in comparison to the first period of fiscal 2009. When revenue is recognized on these contracts the associated costs are removed from R&D and recognized in cost of goods sold. (Negative variance: $0.3 million).

Selling & Marketing

Three Months Ended
May 31		May 31
2009		2008
$		$

2,539		2,624

Sales and Marketing expenses decreased slightly in the first quarter of fiscal 2010 relative to the same period in the previous year.

General & Administrative

Three Months Ended
May 31		May 31
2009		2008
$		$

1,231		1,130

General and administrative expenses increased by $0.1 million for the three months ended May 31, 2009 when compared to the same period in the previous year.

The $0.1 million increase in spending can be attributed to higher compensation costs quarter over quarter. Two factors contributed to this growth; an increase in the resources required to administer the “new product” introduction process as well as supply chain management functions in addition to variable compensation spending.

Investment Tax Credits

Three Months Ended
May 31		May 31
2009		2008
$		$

(60	)	(50	)

DragonWave continues to accrue an amount related to the refundable portion of the investment tax credits available in the province of Ontario. There has been no significant change in the value accrued in the first quarter of fiscal 2010 over the amount accrued in the same quarter in the previous fiscal year.

Interest Income (Net)

	Three Months Ended
	May 31	May 31
	2009	2008
	$	$

Interest Income	34	254
Interest Expense	-7	-9
	26	245

Interest income is calculated on the Company’s guaranteed short term investment. The Company values the investment at market value. Interest expense is paid on the Company’s line of credit.

The decreased principal as well as the decrease in the prime lending rate has resulted in lower interest income values in the first quarter, when compared to the same periods in the previous year. The line of credit balance in its native currency has remained unchanged for the last five fiscal quarters, which resulted in no significant variance in interest expense.

Foreign Exchange Gain (Loss)

Three Months Ended
May 31		May 31
2009		2008
$		$

(1,686	)	268

The foreign exchange loss recognized in the first quarter of fiscal 2010 resulted from the increasing strength of the Canadian dollar relative to the U.S. dollar over the three month period. The loss is created when U.S. denominated monetary assets are translated into Canadian dollars at the balance sheet date.

Liquidity and Capital Resources

As at May 31, 2009, the Company had a credit line in place with a major U.S.-based bank which allows borrowing to support working capital requirements of up to $10.0 million USD and capital expenditure requirements of up to $3 million USD.

The table below outlines selected balance sheet accounts and key ratios:

	As at	As at
	May 31, 2009	February 28, 2009
Key Balance Sheet Amounts and Ratios:
Cash and Cash Equivalents	21,975	8,504
Short Term Investments	—	14,994
Working Capital	37,700	40,619
Long Term Assets	2,965	2,676
Long Term Liabilities	—	—
Working Capital Ratio	5.1 : 1	5.8 : 1
Days Sales Outstanding in accounts receivable	59 days	76 days
Inventory Turnover	4.1 times	2.3 times

Cash

As at May 31, 2009 the Company had $22.0 million in cash and cash equivalents representing a $1.5 million decrease from February 28, 2009. The cash outflow in Q1 FY10 was due to a number of factors. The net loss of ($2.3) million (adjusted for non-cash items) was the largest usage of cash, followed by the acquisition of property and equipment ($0.6M). Offsetting these cash draws were changes in the non-cash working capital items ($1.4 million), driven by the reduction in inventory levels.

Working Capital

	February 28,
	2009 to May 31,
	2009
Changes in working capital
Cash and cash equivalents and Short Term Investments	(1,523.0	)
Accounts Receivable	735.0
Other receivables	(80.0	)
Inventory	(1,705.0	)
Prepaid Expenses	274.0
Line of Credit	55.0
Accounts Payable and accrued liabilities	(1,004.0	)
Deferred Revenue	329.0

Net Change in Working Capital	(2,919.0	)

Working capital is calculated as the difference between the Company’s current assets and current liabilities. The Company’s working capital balance decreased $2.9 million between February 28, 2009 and May 31, 2009. The decrease in cash and cash equivalents had a significant impact, as did the decrease in inventory balances. Growth in the Accounts Receivable balance was offset by the growth in accounts payable and accrued liabilities amounts.

The days sales outstanding in accounts receivable, (DSO), as at May 31, 2009 was 59 days. This calculation was 17 days lower than the DSO of 76 days at February 28, 2009. The Company evaluates DSO by determining the number of days of sales in the ending accounts receivable balance with reference to the most recent monthly sales, rather than average yearly or quarterly values. The favourable DSO performance relates to strong collection efforts and timely receipt of carrier payments. Inventory turnover for May 31, 2009 was 4.1 times for the period then ended, an improvement to that experienced at February 28, 2009. Turnover is calculated with reference to the most recent monthly standard cost of goods sold and is based on the period ending inventory balance of production related inventory (net of labour and overhead allocations). The Company will be continuing to pursue a variety of actions with the objective of continuing to improve turnover.

Cash Inflows and Outflows:

	Quarter ending
	May 31		Aug 31		Nov 30		Feb 28		May 31
	2008		2008		2008		2009		2009

Beginning Cash (incl ST INV)	33,459		31,002		27,697		25,220		23,498

Net Loss	(1,941	)	(1,677	)	(221	)	(2,150	)	(2,883	)
Changes in Working Capital	(740	)	(1,711	)	(2,625	)	79		1,451
Investing Activities	(323	)	(347	)	(136	)	(117	)	(592	)
Financing Activities	156		22		59		15		(44	)
Non Cash items	391		408		446		451		545

Ending Cash	31,002		27,697		25,220		23,498		21,975

Total Cash Used	(2,457	)	(3,305	)	(2,477	)	(1,722	)	(1,523	)

DragonWave’s cash utilization has continued to decline over the past five quarters.

Cash Used in Operating Activities

The net loss, excluding non cash items, was $ 2.3 million in the quarter. This usage of cash was offset by the changes in working capital. Inventory levels decreased between February 28, 2009 and May 31, 2009 and new inventory purchased within quarter has not yet been paid for.

Purchase of Capital Asset

The Company is currently investing in capital equipment to support engineering programs as well as the capacity requirements associated with the increase in sales demand. In the quarter spending on capital equipment used $0.6 million in cash resources.

Liquidity and Capital Resource Requirements

Based on the Company’s recent performance, current revenue expectations, and funds raised through the financing activities of the previous year, Management believes cash resources will be available to satisfy working capital needs for at least the next 12 months.

CONTROLS AND PROCEDURES

The Company’s CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures for the Company. As such, the Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in filings is recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Administrators rules and forms. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as

of February 28, 2009 and have determined that such disclosure controls and procedures are effective. There have been no changes noted during the three months ended May 31, 2009.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Inventory

Revenue recognition

The Company derives revenue from the sale of broadband wireless backhaul equipment which includes embedded software and a license to use said software and extended product warranties. Software is considered to be incidental to the product. Services range from installation and training to basic consulting. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and there are no significant remaining vendor obligations, collection of receivables is reasonably assured and the fee is fixed and determinable. Where final acceptance of the product is specified by the customer, revenue is deferred until acceptance criteria have been met. Additionally, the Company’s business agreements may contain multiple elements. Accordingly, the Company is required to determine the appropriate accounting, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes, the fair value of these separate units of accounting and when to recognize revenue for each element. For arrangements involving multiple elements, the Company allocates revenue to each component of the arrangement using the residual value method, based on vendor-specific objective evidence of the fair value of the undelivered elements. These elements may include one or more of the following: advanced replacement, extended warranties, training, and installation. The Company allocates the arrangement fee, in a multiple-element transaction, to the undelivered elements based on the total fair value of those undelivered elements, as indicated by vendor-specific objective evidence. This portion of the arrangement fee is deferred. The difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. In some instances, a group of contracts or agreements with the same customer may be so closely related that they are, in effect, part of a single multiple element arrangement, and therefore, the Company would allocate the corresponding revenue among the various components, as described above.

The Company generates revenue through direct sales and sales to distributors. Revenue on stocking orders sold to distributors is not recognized until the product is delivered to an end user.

Revenue associated with extended warranty and advanced replacement is recognized rateably over the life of the contract.

Revenue from engineering services or development agreements is recognized according to the specific terms and acceptance criteria as services are rendered.

Research and development

Foreign currency translation

Income taxes

The Company follows the liability method in accounting for income taxes. Under this method, current income taxes are recognized based on an estimate of the current year. Future tax assets and liabilities are recorded for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements. The future benefit of losses available to be carried forward, and likely to be realized are measured using the substantively enacted tax rate in effect at the time in which the losses will be utilized. A valuation allowance is recorded when it is more likely than not that the benefit of the future income tax asset will not be realized.

FUTURE ACCOUNTING CHANGES

In 2006, Canada’s Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by public companies, being evolved and converged with International Financial Reporting Standards (“IFRS”) over a transitional period to be complete by 2011 (Q1 FY2012). The Company will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Canadian GAAP will be converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States’ Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by Canada’s Accounting Standards Board and may be introduced in Canada before the complete changeover to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the complete changeover to IFRS. The International Accounting Standards Board currently has projects underway that should result in new pronouncements that continue to evolve IFRS.

Transition to International Financial Reporting Standards (“IFRS”)

The Company began the conversion plan in Q1 and will continue into Q2 of FY2010 with the help of an external advisor. The project consists of three phases to be completed in order to change over to IFRS: diagnostic, development and implementation.

The implementation phase will integrate all the solutions into the Company’s financial system and processes that are necessary for the Company to convert to IFRS.

SELECTED CONSOLIDATED QUARTERLY FINANCIAL INFORMATION

You will find below a selection of the Company’s quarterly un-audited financial results.

	FY 2008						FY 09								FY10
	Aug 31		Nov 30		Feb 29		May 31		Aug 31		Nov 28		Feb 28		May 31
	2007		2007		2008		2008		2008		2008		2009		2009

Revenue	9,885		11,548		10,342		10,725		10,572		10,704		11,333		15,950
Gross Profit	3,611		4,532		4,256		4,381		3,627		3,704		2,939		5518.7
Gross Profit %	37	%	39	%	41	%	41	%	34	%	35	%	26	%	35	%

Operating Expenses	5,405		5,850		6,475		6,835		6,460		6,483		5,997		6,734
Income from operations	(1,794	)	(1,318	)	(2,219	)	(2,454	)	(2,833	)	(2,779	)	(3,058	)	(1,224	)

Net income (loss) for the year	(2,069	)	(1,208	)	(2,249	)	(1,941	)	(1,677	)	(221	)	(2,150	)	(2,883	)
Basic and fully diluted loss per share	(0.08	)	(0.04	)	(0.08	)	(0.07	)	(0.06	)	(0.01	)	(0.08	)	(0.10	)
Basic and diluted weighted average number of shares outstanding	24,639,351		27,646,025		28,440,355		28,480,522		28,555,335		28,555,716		28,536,427		28,569,238

Total Assets	40,248		62,268		59,815		54,988		55,371		56,102		51,828		49,818

EX-4.4 5 a2194290zex-4_4.htm EXHIBIT 4.4

Exhibit 4.4

DRAGONWAVE INC.

MANAGEMENT PROXY CIRCULAR

This Management Proxy Circular (this “Circular”) is furnished in connection with the solicitation of proxies by or on behalf of the management of DRAGONWAVE INC. (“DragonWave” or the “Corporation”) for use at the annual and special meeting of the shareholders of the Corporation (the “Meeting”) to be held on Tuesday, the 9th day of June, 2009 at the hour of 10:00 a.m. (EDT) at the Holiday Inn Select & Suites, 101 Kanata Avenue, Ottawa, Ontario, and at any adjournment or adjournments thereof, for the purposes set forth in the Notice of Meeting. Unless otherwise specified herein, all references to “$” are to Canadian dollars.

FORWARD-LOOKING STATEMENTS

This Circular contains ‘‘forward-looking statements’’ and ‘‘forward-looking information’’ under applicable securities laws (collectively, the ‘‘forward-looking statements’’) relating, but not limited to, the expectations, intentions, plans and beliefs of the management of the Corporation. Forward-looking statements can often be identified by forward-looking words such as ‘‘anticipate’’, ‘‘believe’’, ‘‘expect’’, ‘‘goal’’, ‘‘plan’’, ‘‘intend’’, ‘‘estimate’’, ‘‘optimize’’, ‘‘may’’, ‘‘will’’ or similar words suggesting future outcomes or other expectations, intentions, plans, beliefs, objectives, assumptions or statements about future events or performance.

Shareholders are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. In evaluating these statements, shareholders should specifically consider various factors, including the risks outlined under the heading ‘‘Risk Factors’’ in the Corporation’s Annual Information Form dated May 7, 2009, and as contained in the Management Discussion and Analysis for the twelve month period ended February 28, 2009, which risks may cause actual results to differ materially from any forward-looking statement.

The Corporation cautions that the list of forward-looking statements, risks and assumptions set forth or referred to above is not exhaustive. All forward-looking statements in this Circular are qualified by these cautionary statements. Some of the risks, uncertainties and other factors which negatively affect the reliability of forward-looking statements are discussed in DragonWave’s public filings with the Canadian Securities Administrators. These statements are made as of the date of this Circular and the Corporation does not undertake to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent expressly required by law. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, its financial or operating results or its securities, respectively.

DragonWave Inc.

Management Proxy Circular

May 14, 2009

PROXIES

THE ENCLOSED PROXY IS BEING SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION and the cost of such solicitation will be borne by the Corporation. The solicitation of proxies will be primarily by mail, but proxies may also be solicited by officers and employees of the Corporation or by the transfer agent and registrar of the Corporation, Computershare Investor Services Inc.

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. A shareholder desiring to appoint some other person to represent it at the Meeting may do so by inserting such person’s name in the blank space provided in the form of proxy or by completing another form of proxy and, in either case, delivering the completed proxy: (i) to the Chief Financial Officer of the Corporation at the Corporation’s head office at 411 Legget Drive, Suite 600, Ottawa, Ontario K2K 3C9, (ii) to Computershare Investor Services Inc. at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or (iii) to Computershare Investor Services Inc. by facsimile at (416) 263-9524 or toll free at 1-866-249-7775, in any case not later than 5:00 p.m. (EDT) on June 5, 2009 (being the second business day preceding the date of the Meeting) or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting is reconvened, provided that the Chairman of the Meeting shall have discretion to accept late proxies. It is the responsibility of the shareholder appointing some other person to represent him to inform such person that he has been so appointed. The proxy must be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof, duly authorized.

A shareholder executing the enclosed form of proxy has the right to revoke it under subsection 148(4) of the Canada Business Corporations Act (the “Act”). A shareholder may revoke a proxy by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing at the head office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or adjournments thereof, at which the proxy is to be used or with the Chairman of the Meeting on the day of the Meeting or any adjournment or adjournments thereof or in any other manner permitted by law.

The Common Shares of the Corporation (hereinafter called the “Common Shares”) represented by the proxy will be voted, for or against, or withheld from voting, in accordance with the instructions of the shareholder on any ballot that may be called for.

IF A SHAREHOLDER DOES NOT SPECIFY THAT ITS COMMON SHARES ARE TO BE WITHHELD FROM VOTING WITH RESPECT TO THE ELECTION OF DIRECTORS AND/OR THE APPOINTMENT OF AUDITOR, SUCH COMMON SHARES WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEE DIRECTORS SPECIFIED IN THIS CIRCULAR AND THE APPOINTMENT OF ERNST

& YOUNG LLP AS THE CORPORATION’S AUDITOR ON ANY BALLOT THAT MAY BE CALLED FOR.

IF A CHOICE IS NOT SPECIFIED BY A SHAREHOLDER WITH RESPECT TO THE RESOLUTION ATTACHED HERETO AS EXHIBIT “A” TO SANCTION, RATIFY AND CONFIRM THE ENACTMENT OF THE SHAREHOLDER RIGHTS PLAN AGREEMENT, SUCH COMMON SHARES WILL BE VOTED FOR SUCH RESOLUTION ON ANY BALLOT THAT MAY BE CALLED FOR.

IF A CHOICE IS NOT SPECIFIED BY A SHAREHOLDER WITH RESPECT TO THE RESOLUTION ATTACHED HERETO AS EXHIBIT “B” TO APPROVE AMENDMENT NO. 2009-1 TO THE CORPORATION’S FOURTH AMENDED AND RESTATED KEY EMPLOYEE STOCK OPTION/STOCK ISSUANCE PLAN (THE “STOCK OPTION PLAN”) APPROVING THE EXCHANGE OF CERTAIN OPTIONS UNDER SUCH PLAN, SUCH COMMON SHARES WILL BE VOTED FOR SUCH RESOLUTION ON ANY BALLOT THAT MAY BE CALLED FOR.

IF A CHOICE IS NOT SPECIFIED BY A SHAREHOLDER WITH RESPECT TO THE RESOLUTION ATTACHED HERETO AS EXHIBIT “C” TO APPROVE AMENDMENT NO. 2009-2 TO THE STOCK OPTION PLAN APPROVING THE EXTENSION TO THE EXPIRY DATES OF CERTAIN OPTIONS GRANTED UNDER SUCH PLAN, SUCH COMMON SHARES WILL BE VOTED FOR SUCH RESOLUTION ON ANY BALLOT THAT MAY BE CALLED FOR.

It is not intended to use the proxies hereby solicited for the purpose of voting upon the financial statements of the Corporation as at February 28, 2009 or the report of the auditor thereon.

If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting or if any other matters properly come before the Meeting, the enclosed form of proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Meeting. Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

All information in this Circular is presented as at May 14, 2009 unless otherwise indicated.

NON-REGISTERED HOLDERS

In many cases, Common Shares beneficially owned by a holder (a “Non-Registered Holder”) are registered either:

(i) in the name of an intermediary that the Non-Registered Holder deals with in respect of the Common Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

(ii) in the name of a depository (such as The Canadian Depository for Securities Limited or “CDS”).

Non-Registered Holders do not appear on the list of shareholders of the Corporation maintained by the Corporation’s registrar and transfer agent.

In accordance with applicable Canadian securities law, the Corporation has distributed copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the “meeting materials”) to CDS and intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Typically, intermediaries will use a service company to forward the meeting materials to Non-Registered Holders.

Non-Registered Holders, other than NOBOs, will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

· Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the meeting materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder; or

· Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the meeting materials, a form of proxy that has already been signed by the intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise incomplete. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must complete the form of proxy and deposit it with: (i) the Chief Financial Officer of the Corporation at the Corporation’s head office at 411 Legget Drive, Suite 600, Ottawa, Ontario K2K 3C9, (ii) Computershare Investor Services Inc. at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or (iii) Computershare Investor Services Inc. by facsimile at (416) 263-9524 or toll free at 1-866-249-7775, in any case not later than 5:00 p.m. (EDT) on June 5, 2009 (being the second business day preceding the date of the Meeting) or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting is reconvened, provided

that the Chairman of the Meeting shall have discretion to accept late proxies. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Non-Registered Holder’s behalf), the Non-Registered Holder must strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided.

Non-Registered Holders should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

Non-Objecting Beneficial Owners

These security holder materials (meeting materials) are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions or form of proxy delivered to you.

VOTING SHARES AND PRINCIPAL SHAREHOLDERS

The Common Shares are the only class of shares of the Corporation authorized.

The Corporation has fixed April 10, 2009 as the record date (the “Record Date”) for the purpose of determining shareholders entitled to receive notice of and vote at the Meeting. In accordance with the provisions of the Act, the Corporation’s transfer agent and registrar, Computershare Investor Services Inc., has prepared a list of holders of Common Shares as of the Record Date not later than ten (10) days after such Record Date. Each holder of Common Shares named in the list will be entitled to vote the Common Shares shown opposite his, her or its name on the list at the Meeting. As at the Record Date, 28,559,973 Common Shares are outstanding, each carrying the right to one (1) vote per Common Share at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, as of the Record Date and the date of this Circular, no person or Corporation beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying more than 10% of the votes attached to the outstanding Common Shares other than as follows:

Name of Shareholder	Number of Common Shares Owned, Controlled or Directed	Percentage of Outstanding Common Shares Owned, Controlled or Directed
Enterprise Partners V, L.P. (1)	2,456,942	8.6	%
Enterprise Partners VI, L.P. (1)	2,456,942	8.6	%

(1) Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. are under common management. In addition to the issued Common Shares set forth above, Enterprise Partners V, L.P. holds a warrant to purchase up to 57,183 Common Shares and Enterprise Partners VI, L.P. holds a warrant to purchase up to 57,183 Common Shares.

ELECTION OF DIRECTORS

The number of directors to be elected at the Meeting is seven (7). The table below sets forth the names of the persons who are proposed as nominees for election as directors of the Corporation and for whom it is intended to vote the Common Shares represented by the proxies solicited in respect of the Meeting, on any ballot that may be called for, unless authority to do so is withheld. Each director elected will hold office until the next annual general meeting of shareholders or until his successor is elected or appointed.

Each of the nominees listed below is currently a director of the Corporation, except for new independent nominee Mr. Jean-Paul Cossart. Mr. Ake Persson, currently an independent member of the Board and a member of the Audit Committee and the Compensation Committee, will continue to serve in those capacities through to the Meeting but will not stand for re-election as a director at the Meeting. Mr. Cossart has agreed to join the Audit Committee and the Compensation Committee on election to the Board.

In the event that prior to the Meeting any vacancies occur in the slate of nominees submitted below, it is intended that discretionary authority shall be exercised to vote the proxies hereby solicited (unless otherwise directed as aforesaid) for the election of any other person or persons as directors. Management is not aware that any of such nominees would be unwilling to serve as a director if elected.

The following table sets out the name of each person proposed to be nominated for election, as well as other pertinent information, including principal occupation or employment, all major positions and offices presently held in the Corporation, the year first elected a director of the Corporation (if applicable) and the number of Common Shares and options to purchase Common Shares beneficially owned, or controlled or directed, directly or indirectly, by such person.

Name, Province and Country of Residence, Status (Independent/Not Independent) and Biographical Information	Present Principal Occupation, Business or Employment	Year first became a Director	Common Shares/ Options Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Gerry Spencer (Chair), Kingswood, Surrey, U.K. (1)(2) Independent Gerry Spencer is the Chair of DragonWave’s Board. Gerry retired as senior vice president of British Telecommunications plc (“BT”) in late 2000 after a career of nearly 30 years in finance, product management, marketing, sales and business development. During his final 6 years with BT, he served on the board of BT Global plc, with particular responsibility for international wholesale and marketing. Since retiring, Gerry has assumed consulting and advisory roles in international wholesale strategy and profitability (both switched minutes and IP streams), local networking, network equipment supply and business customer equipment and applications. Gerry has also served as a non-executive director on the boards of two UK AIM-listed companies, Redstone plc and AT Communications Group plc (the latter as chairman). Currently, Gerry is a member of the chairman’s advisory board at Wesley Clover Corporation. Gerry is a graduate of Cambridge University in the United Kingdom.	Retired	2006	Common Shares: Nil Options: Nil

Peter Allen, Ontario, Canada Not Independent Prior to joining DragonWave in 2004, Peter Allen was president and chief executive officer of Innovance Networks Inc., a private reconfigurable optical networking company. Prior to 2000, Peter was the vice-president of business development for the optical networks division of Nortel Networks Inc. (“Nortel”), holding leadership responsibility for Nortel’s optical components business as well as business development responsibility for system activities. At Nortel, Peter led a 5,000 employee global operation spanning R&D, manufacturing and sales and marketing. Peter has also held managerial positions at Ford Motor Corporation and Rothmans International plc, and has lived and worked in North America, Europe and Africa.	President and Chief Executive Officer, DragonWave Inc.	2004	Common Shares: 541,107(3) Options: 385,000

Name, Province and Country of Residence,
Status (Independent/Not Independent) and
Biographical Information

Present Principal
Occupation,
Business or
Employment

Year first
became a
Director

Common Shares/
Options
Beneficially
Owned, or
Controlled or
Directed, Directly
or Indirectly

Jean-Paul Cossart, Versailles, France
Independent

Jean-Paul Cossart is an Associate Director of Infoteria of France, a company that provides technological coaching. He has held this position since 2004. Prior to this Jean-Paul was Vice President Strategy and Marketing of Cofratel since 2002, a company that provides PBX and LAN integration for the enterprise market and was a subsidiary of France Telecom. Jean-Paul also held several positions at Alcatel. Jean-Paul’s experience has spanned carrier, corporate and consumer markets; telephony, data/internet and broadcast services; and international development, global sales and marketing. He is also a member of the executive committee of the French chapter of the Institute of Directors, United Kingdom. Jean-Paul has been an executive advisor to DragonWave since 2007 and has been granted options to purchase 10,000 Common Shares as his only compensation for these services. Jean-Paul is also on the board of directors of Mitel Networks Corporation. Jean-Paul holds an electronic engineering degree from Ecole Supérieure d’Electricité in Paris.

Associate Director, Infoteria

Proposed nominee for election at the Meeting

Common Shares: Nil

Options: 10,000

Name, Province and Country of Residence, Status (Independent/Not Independent) and Biographical Information	Present Principal Occupation, Business or Employment	Year first became a Director	Common Shares/ Options Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Carl Eibl, California, United States (2)(4) Independent Carl Eibl has been a managing director with Enterprise Partners Venture Capital (“Enterprise Partners”) since 2003. Prior to joining Enterprise Partners, Carl was the chief executive officer of several technology and life science companies in San Diego, including Maxwell Technologies, Inc. (Nasdaq: MXWL) (1999-2003). Before joining Maxwell Technologies, Inc., Carl served as President of Stratagene Corporation (Nasdaq: STGN). Carl also served as CEO and President for Mycogen Corporation, a publicly held agricultural biotechnology Corporation, which was sold to The Dow Chemical Corporation in 1998 for US$1.1 billion. Carl is a former chairman of The Burnham Institute, a life sciences research institution in La Jolla, California. Carl holds a J.D. degree from the Boston University School of Law in Boston, Massachusetts, United States and a bachelor of arts degree from Cornell University in Ithaca, New York, United States.	Managing Director, Enterprise Partners Venture Capital	2005	Common Shares: Nil (5) Options: 14,238

Russell Frederick, Ontario, Canada Not Independent Prior to joining DragonWave in 2004, Russell Frederick was the chief operating officer and chief financial officer of Wavesat Wireless Inc. (“Wavesat”) (2000 to 2003). Prior to Wavesat, Russell was the chief financial officer of PRIOR Data Sciences Ltd. (1994 to 2000) where he played a key role in the management buy-out and subsequent sale of the company. Prior thereto, Russell was employed with Digital Equipment of Canada Ltd. in various financial roles. Russell holds a master of business administration degree in finance, as well as a bachelor of science degree from McMaster University in Hamilton, Ontario, Canada.	Vice-President, Chief Financial Officer and Secretary, DragonWave Inc.	2007	Common Shares: 158,141(6) Options: 160,000

Name, Province and Country of Residence, Status (Independent/Not Independent) and Biographical Information	Present Principal Occupation, Business or Employment	Year first became a Director	Common Shares/ Options Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Claude Haw, Ontario, Canada (1)(2)(4) Independent Claude Haw is President, Chief Executive Officer and a board member of the Ottawa Centre for Research and Innovation (“OCRI”), Ottawa’s lead economic development organization. He is also the founder and managing partner of Venture Coaches Services Ltd. (“Venture Coaches”), an Ottawa-based venture capital firm providing venture capital for technology companies. From 2003 to early 2007, Claude was also a general partner at Skypoint Capital Corporation, an Ottawa-based venture capital firm. Prior to Venture Coaches, Claude held a number of executive positions at Newbridge Networks Corporation, including Vice-President of Corporate Business Development. In this role, he managed strategic investment programs in more than 20 companies. Claude has also held senior management positions at Mitel Corporation and Leigh Instruments Ltd. Claude holds a bachelor of electrical engineering degree from Lakehead University in Ontario, Canada and has completed the Canadian Securities Course.	President and Chief Executive Officer of OCRI & Managing Partner, Venture Coaches	2003	Common Shares: Nil (7) Options: 26,638

Terry Matthews, Ontario, Canada Not Independent Terry Matthews is the non-executive chairman of a number of technology companies including Mitel Networks Corporation, March Networks Corporation, Newport Networks Ltd., Solace Systems, Inc. and Counterpath Corporation. In 1972, Terry co-founded his first technology company, Mitel Corporation. He served as chief executive officer and chairman of Newbridge Networks Corporation, a company he founded in 1986. Terry holds an honours degree in electronics from the University of Wales, and is a Fellow of the Institute of Electrical Engineers and of the Royal Academy of Engineering. Terry is also the founder of Wesley Clover Corporation, an early stage technology venture capital firm with offices in Canada, the United States and the United Kingdom.	Chairman of Mitel Networks Corporation, March Networks Corporation, Wesley Clover Corporation, Bridgewater Systems Corporation, Solace Systems, Inc. and CounterPath Corporation	2000	Common Shares: 1,118,242(8) Options: Nil

Name, Province and Country of Residence, Status (Independent/Not Independent) and Biographical Information		Present Principal Occupation, Business or Employment		Year first became a Director		Common Shares/ Options Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Terry has formed over 80 companies and has earned recognition worldwide for his experience in driving technology companies to success.

Notes:

(1) Member of the Audit Committee.

(2) Member of the Nominating and Governance Committee.

(3) Mr. Allen owns 541,107 Common Shares. As of May 14, 2009, 2,371 of these Common Shares may be repurchased by the Corporation in the event that Mr. Allen’s employment with the Corporation is terminated. This repurchase right lapses over time, and will terminate on the change of control of the Corporation.

(4) Member of Compensation Committee.

(5) Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. are controlled by Enterprise Partners Venture Capital, of which Mr. Eibl is Managing Director. Each of the Enterprise funds own 2,456,942 Common Shares and warrants to purchase up to 57,183 Common Shares. See: “Voting Shares and Principal Shareholders”. Mr. Eibl and his associates beneficially own less than 5% of the limited partnership units of Enterprise Partners V, L.P. and Enterprise Partners VI, L.P. Mr. Eibl does not exert control or direction over the Common Shares owned by Enterprise Partners V, L.P. and Enterprise Partners VI, L.P.

(6) Mr. Frederick owns 158,141 Common Shares. As of May 14, 2009, 1,650 of these Common Shares may be repurchased by the Corporation in the event that Mr. Frederick’s employment with the Corporation is terminated. This repurchase right lapses over time, and will terminate on the change of control of the Corporation.

(7) Venture Coaches Fund L.P., of which Mr. Haw is Managing Partner, owns 711,835 Common Shares and a warrant to purchase up to 10,126 Common Shares. Claude Haw and his associates beneficially own less than 5% of the limited partnership units of Venture Coaches Fund L.P. Mr. Haw does not exert control or direction over the Common Shares held by Venture Coaches Fund L.P.

(8) Terry Matthews controls Wesley Clover International Corporation and Wesley Clover Corporation, which together own 1,118,242 Common Shares and a warrant to purchase up to 21,100 Common Shares.

Cease Trade Orders and Bankruptcies

Peter Allen, a director and Chief Executive Officer of the Corporation, was a director and the President of Innovance Inc. (“Innovance”), a private, venture capital funded company that developed photonics networking solutions. On December 23, 2003, Innovance filed a Notice of Intent to make a proposal pursuant to Part III of the Bankruptcy and Insolvency Act (Canada) (the “BIA”). Pricewaterhouse Coopers LLP consented to act as proposal trustee. On July 12, 2004, a majority of the creditors of Innovance voted to accept the proposal, and the proposal received court approval on September 16, 2004. The proposal trustee reported in the applicable court materials that there was no conduct of Innovance that was subject to censure, and no irregular facts to report in accordance with Section 173 of the BIA.

Terry Matthews routinely invests in and acts as a director on the boards of businesses that are at an early stage of development and that, as a result, involve substantial risks. Terry Matthews was a director of Ironbridge Networks Corporation, which went into receivership in January 2001 and West End Systems Corporation, which went into receivership in February 1999.

Carl Eibl, a director of the Corporation, was a director of TwinStar Systems, Inc. (“TwinStar”), a private start up company that developed tools for semiconductor fabrication facilities. TwinStar ceased operations in May 2005 and all of the assets of TwinStar were sold and a settlement with its creditors was completed by the end of August 2005.

None of the directors, officers or principal shareholders of the Corporation have been subject to a corporate cease trade or similar order.

COMPENSATION OF DIRECTORS

General Compensation Principles

Compensation for directors of the Corporation is determined by the full Board of Directors (the “Board”), based on recommendations from the Compensation Committee of the Board. In determining appropriate compensation for directors, the Board and the Compensation Committee consider prevailing market conditions and practices, as well risks and responsibilities assumed by the directors. Compensation may vary by director, as the Board and the Compensation Committee also take into account factors such as the director’s committee membership(s) and the time commitment associated with acting in this capacity.

Director Compensation Table

The following table sets forth all amounts of compensation earned by the directors of the Corporation (other than Peter Allen and Russell Frederick, whose compensation is reflected in the “Summary Compensation Table” under the heading “Information on Executive Compensation” below) for the financial year ended February 28, 2009.

Name of Director	Fees Earned		Option Based Awards(1)		All other compensation	Total compensation
Gerry Spencer (Chair)	£	40,000		Nil	Nil	£	40,000
Carl Eibl		Nil	$	36,190	Nil	$	36,190
Claude Haw	US$	30,000	$	36,190	Nil	$	74,311	(2)
Terry Matthews		Nil		Nil	Nil		Nil
Ake Persson (3)	US$	20,000	$	24,126	Nil	$	49,540	(2)

(1) Option based award values are calculated at their market value established using the Black-Scholes methodology, which has been chosen as the method to value options as it is the most widely recognized

methodology and is accepted by Canadian Generally Accepted Accounting standards. The Black-Scholes model considers various factors including historical share prices, price volatility and interest rates.

(2) The Bank of Canada closing foreign exchange rate for converting one (1) US dollar into Canadian dollars on February 28, 2009 was 1.2707.

(3) Mr. Persson’s term as a director of the Corporation expires at the Meeting.

The Corporation’s compensation policy for independent directors (other than the Chair of the Board) includes a grant under the Corporation’s Stock Option Plan to each independent director, on an annual basis, of options to purchase that number of Common Shares equal to a minimum of 0.025% and a maximum of 0.05% of the outstanding Common Shares as at the last day of such fiscal year. For the fiscal year ended on February 28, 2009, a total of 37,968 options were granted to directors (other than Peter Allen and Russell Frederick). Certain of the Corporation’s independent directors received cash compensation for acting as a director commensurate with their level of service on the Board and board committees. For the fiscal year ending February 28, 2009, Gerry Spencer received a cash payment of £40,000 in recognition of his service as Chair of the Board and his committee service, Claude Haw received a cash payment of US$30,000 in recognition of his service as Chair of the Audit Committee and his committee service, and Ake Persson received a cash payment of US$20,000 in recognition of his service on the Audit Committee and Compensation Committee.

Aside from the above noted option grants, none of the non-employee directors of the Corporation received any grants of options under the Stock Option Plan in the fiscal year ended February 28, 2009.

Each non-employee director is reimbursed for out-of-pocket expenses incurred in connection with attending directors’ meetings. During the fiscal year ended February 28, 2009, the Corporation reimbursed its non-employee directors, as a group, for approximately $9,314 in travel and other out-of-pocket expenses.

Neither Mr. Allen nor Mr. Frederick are compensated separately for their service as directors of the Corporation.

Outstanding Option-Based Awards for Directors as at February 28, 2009

The following table sets forth all unexercised options outstanding as of February 28, 2009 for each director of the Corporation (other than Peter Allen and Russell Frederick whose unexercised options are reflected in the table titled “Outstanding Option-Based Awards and Share-Based Awards as at February 28, 2009” under the heading “Information on Executive Compensation” below).

Name of Director	Number of Common Shares underlying unexercised options (#)	Option exercise price ($)		Option expiration date	Aggregate value of unexercised in-the- money options as at February 28, 2009 ($) (1)
Gerry Spencer (Chair)	Nil	N/A		N/A	Nil
Carl Eibl	14,238	$	5.73	May 12, 2013	Nil
Claude Haw	14,238	$	5.73	May 12, 2013	Nil
	12,400	$	5.47	March 1, 2012	Nil
Terence Matthews	Nil	N/A		N/A	Nil
Ake Persson (2)	9,492	$	5.73	May 12, 2013	Nil
	53,600	$	0.10	June 22, 2011	$	78,792

(1) The closing market price of the Common Shares on the TSX on February 27, 2009 (being the last trading day of the Corporation’s fiscal year ended February 28, 2009) was $1.57 per Common Share.

(2) Mr. Persson’s term as a director of the Corporation expires at the Meeting.

Incentive plan awards — value vested by directors during the year ended February 28, 2009

The following table sets forth the value vested by each director of the Corporation (other than Peter Allen and Russell Frederick whose value vested option-based awards are reflected in the table titled “Incentive plan awards — value vested or earned during the year ended February 28, 2009” under the heading “Information on Executive Compensation” below) during the year ended February 28, 2009.

Name of Director	Option-based awards — Value vested during the year ended February 28, 2009 ($)
Gerry Spencer (Chair)	Nil
Carl Eibl	Nil
Claude Haw	Nil
Terence Matthews	Nil
Ake Persson (1)	$	26,298

(1) Mr. Persson’s term as a director of the Corporation expires at the Meeting.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

The Corporation’s by-laws provide for the indemnification by the Corporation of the Corporation’s directors and officers from and against liability and costs in respect of any action or suit against them in connection with the execution of their duties of office, subject to certain limitations. The Corporation has also entered into contractual indemnities in favour of each of the directors that provide, to the full extent allowed by law, that the Corporation shall indemnify and save harmless each director, his estate, executors, administrators, legal representatives and lawful heirs, from and against any and all costs, charges or expenses (including, but not limited to, an amount paid to settle any action or to satisfy any judgment, legal fees on a solicitor and client basis, other professional fees, out-of-pocket expenses for attending proceedings including discoveries, trials, hearings and meetings, and any amount for which he is liable by reason of any statutory provision whether civil, criminal or otherwise (“indemnifiable costs”)), suffered or incurred by the director or such other indemnified parties, directly or indirectly, as a result of or by reason of the director: (i) being or having been a director or officer of the Corporation or an affiliate of the Corporation or by reason of any action taken by the director in his capacity as a director or officer of the Corporation or an affiliate of the Corporation; (ii) being or having been a member of a committee of the board of directors of the Corporation or an affiliate of the Corporation; or (iii) acting as a member of the plan administrator pursuant to the Stock Option Plan, subject to certain conditions being satisfied including that the director: (a) acted honestly and in good faith with a view to the best interests of the Corporation, or the best interests of the Corporation’s affiliate, as the case may be; and (b) in the case of a criminal or administrative action, proceeding, investigation, inquiry or hearing that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The indemnities also provide that indemnifiable costs will be paid by the Corporation immediately, with the agreement that, in the event it is ultimately determined that the indemnified party was not entitled to be so indemnified, such amounts shall be refunded to the Corporation.

The Corporation has purchased insurance referred to in subsection 124(6) of the Act for the benefit of its directors and officers in respect of certain liabilities that may be incurred by them in such capacities. The directors’ and officers’ insurance is contained in a policy issued on June 1, 2008 and the annual premium of $81,500 has been paid by the Corporation. The policy carries a limit of $20,000,000 and has a deductible of $50,000 for each claim.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, executive officer or employee or former director, executive officer or employee of the Corporation, or any associate of any such person, was indebted to the Corporation or its subsidiaries at any time during the fiscal year ended February 28, 2009 and/or as at the date of this Circular.

INFORMATION ON EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The responsibilities of DragonWave’s Compensation Committee, discussed in detail in the Compensation Committee’s charter, include:

· overseeing the total compensation package for the Corporation’s “Named Executive Officers”, being the Corporation’s President and Chief Executive Officer (namely, Peter Allen), the Corporation’s Vice-President, Chief Financial Officer and Secretary (namely, Russell Frederick) and the three other most highly compensated executive officers of the Corporation and its subsidiaries that earned total annual compensation during the year ended February 28, 2009 that exceeded $150,000 and who were serving as executive officers as of February 28, 2009 (namely, Brian McCormack, Erik Boch and Alan Solheim);

· making recommendations to the Board regarding the Corporation’s equity compensation plans and, to the extent that authority to do so is delegated by the Board, approving grants under such plans;

· approving all executive officer employment and severance contracts; and

· evaluating the performance of the Chief Executive Officer and making recommendations to the Board on the Chief Executive Officer’s compensation level in light of that evaluation.

Objectives of Compensation Program

The Corporation’s compensation practices are intended to attract and retain highly competent executives in a competitive marketplace. The program provides the Named Executive Officers with compensation that is industry competitive, internally equitable and commensurate with their skills, knowledge, experience and responsibilities. The primary objective of the program, however, is to firmly align total executive compensation with the attainment of the Corporation’s annual performance goals, which are principally based upon the Corporation’s revenues, operating profit, and business development.

The compensation of the Corporation’s executive officers, including the Named Executive Officers, consists of base salary, cash bonuses expressed as a percentage of annual salary, and incentive compensation in the form of stock options and the ability to participate in the Corporation’s Employee Share Purchase Plan (the “ESPP”).

Elements of Compensation

Base Salary

As noted above, the Compensation Committee evaluates the performance of the Corporation’s Chief Executive Officer, and recommends to the Board the Chief Executive Officer’s compensation level in light of that evaluation. The Chief Executive Officer’s base salary is determined pursuant to the terms of an employment agreement, with annual increases at the discretion of the Board. The Compensation Committee reviews the base salary of the Chief Executive Officer on an annual basis in light of his performance over the previous year. The Compensation Committee reviewed Mr. Allen’s base salary in September 2008 and recommended his salary be set at $200,000 for 2009. The Compensation Committee considers the following factors in evaluating the Chief Executive Officer’s performance:

· the degree to which he has displayed leadership for the senior management team and the organization as a whole;

· strategic planning and the execution of the Corporation’s strategic plans;

· the Corporation’s financial results; and

· communications and relations with shareholders, the Board, senior management and employees.

Base salaries of executives other than the Chief Executive Officer are reviewed by the Compensation Committee after consultation with, and upon the recommendation of, the Chief Executive Officer for approval by the Board. The base salary of each executive officer is determined by the terms of their respective employment agreement, with annual increases at the discretion of the Board. After evaluating each executive officer’s performance over the year in light of (i) the Corporation’s overall financial performance, (ii) the individual’s performance during the year and contributions to the Corporation, and (iii) other relevant factors (for example, market conditions), the Chief Executive Officer may deem it appropriate to recommend executive officer base salary adjustments to the Compensation Committee.

The Compensation Committee also considers the factors above when evaluating the Chief Executive Officer’s recommendations regarding base salary adjustments. At their most recent annual reviews, the Compensation Committee recommended that: Mr. Allen’s base salary be set at $200,000, Mr. Frederick’s base salary be set at $185,000, Mr. McCormack’s base salary be set at US$200,000, Mr. Boch’s base salary be set at $185,000, and Mr. Solheim’s base salary be set at $185,000.

Variable Compensation — Annual Cash Bonuses and Sales Commissions

The second element of the Corporation’s compensation program is an annual cash bonus. All of the Corporation’s executive officers are entitled to receive an annual cash bonus based on corporate performance, except for Mr. McCormack whose variable compensation is earned under a sales commission arrangement (described below). Employment agreements with the Named Executive Officers set out the parameters for the amount of such bonuses, with the Chief Executive Officer being entitled to a on-plan performance bonus equal to 75% of his annual base salary and the Corporation’s other Named Executive Officers (except for Mr. McCormack) being entitled to an on-plan bonus equal to 50% of his annual base salary.

The Board believes these bonuses play a key role in enabling the Corporation to attract, retain and motivate executive officers. The Compensation Committee has broad discretion in reviewing and recommending to the Board the amount of the annual cash bonuses within the parameters described above. Within 90 days after the beginning of each year, the Compensation Committee approves the Corporation’s performance goals for that year. Those performance goals are generally based upon revenues, operating profit, and business development. At the end of the fiscal year, the Compensation Committee reviews the Corporation’s performance for that year on a broad scale, and its success in achieving the performance goals in particular. The Compensation Committee then recommends the annual bonus for the Corporation’s Chief Executive Officer as a percentage of his annual base salary under his employment agreement, and considers the Chief Executive Officer’s recommendations in determining the cash awards for the Corporation’s other executive officers. The Chief Executive Officer’s recommendations are guided by his evaluation of the Corporation’s actual financial performance compared with the Corporation’s performance goals and his assessment of the effectiveness of the individual and collective efforts of the Corporation’s executive officers in achieving the Corporation’s business objectives. The Compensation Committee and the Chief Executive Officer also consider extraordinary efforts by executive officers in various projects or initiatives during the year.

In April 2009, the Compensation Committee determined that bonuses for fiscal year 2009 would not be awarded to the Named Executive Officers. This decision was based on the Corporation’s growth rate being less than planned, and to support expense reduction measures implemented by the Corporation in December 2008 in light of the difficulty in worldwide financial markets.

As indicated above, Brian McCormack, the Corporation’s Vice President of Sales, is not entitled to an annual cash bonus, but rather receives variable compensation in the form of sales commissions in accordance with industry standards. In fiscal year 2009, Mr. McCormack was entitled to receive 0.85% of eligible revenues, payable half upon order receipt and half upon revenue recognition. The percentage of revenue that Mr. McCormack is eligible to receive is established annually and is intended to support the Corporation’s revenue targets and to provide Mr. McCormack with a strong incentive to

grow the Corporation’s revenues. In fiscal year 2009, Mr. McCormack earned US$310,340 under his sales commission plan. Although other Named Executive Officers support the Corporation’s sales activities, none of them receive compensation under sales commission plans.

Equity Compensation

The third element of the Corporation’s compensation program is equity compensation. Equity compensation is intended to more closely align annual incentive compensation, as well as total compensation, with the financial interests of shareholders. The equity compensation component of the Corporation’s compensation program is based upon: (1) awards of stock options under the Corporation’s Stock Option Plan and (2) the ability to participate in the Corporation’s ESPP.

Stock Option Compensation

The Corporation’s Board administers the Stock Option Plan. The purpose of the Stock Option Plan is to:

· increase the interest in the Corporation’s welfare of those individuals who share primary responsibility for the management, growth and protection of the Corporation’s business;

· furnish an incentive to such individuals to continue providing their services to the Corporation; and

· provide a means through which the Corporation may attract qualified persons to engage as directors, officers, employees and consultants.

In determining whether to grant options and how many options to grant to eligible persons under the Stock Option Plan, consideration is given to each individual’s past performance and contribution to the Corporation as well as that individual’s expected ability to contribute to the Corporation in the future.

On January 8, 2009, based upon the recommendation of the Compensation Committee, the Corporation’s Board authorized awards of options to the Named Executive Officers and a number of other employees, on a basis consistent with the number of options awarded in previous years. The awards to each of the Named Executive Officers were as follows: Peter Allen — 70,000 options, Russell Frederick — 45,000 options, Brian McCormack — 15,000 options, Erik Boch — 45,000 options, and Alan Solheim — 45,000 options. All of such options were granted at an exercise price of $1.34, expire on the fifth anniversary of the date of grant, and vest one-fourth annually starting on the first anniversary of the date of grant (except for options granted to Brian McCormack which have a vesting period of two years).

Certain options granted under the Stock Option Plan to the Named Executive Officers have exercise prices that significantly exceed the current trading price of the Common Shares. The Board believes that these underwater options no longer serve as an effective incentive, and accordingly has recommended an option exchange program pursuant to which these options would be cancelled and replaced with new options. The proposed option exchange program requires the approval of shareholders, which management is seeking at the Meeting. See: “Amendment No. 2009-1 to Stock Option Plan Approving Exchange of Options” in this Circular.

ESPP

The Corporation’s ESPP was implemented in the 2008 fiscal year following the approval of shareholders obtained at the Corporation’s last annual general and special meeting. The purpose of the ESPP is to give employees of the Corporation access to an equity participation vehicle, in addition to the Stock Option Plan, through the purchase of Common Shares by payroll deduction and the issuance of matching shares. The ESPP is intended to encourage employees to use their combined best efforts on behalf of the Corporation to improve its profits through increased sales, reduction of costs and increased efficiency.

In the fiscal year ended February 28, 2009, one of the Named Executive Officers participated in the ESPP, namely, Alan Solheim. During the fiscal year ended February 28, 2009, Mr. Solheim purchased 1,997 Common Shares under the ESPP and the Corporation contributed 498 Common Shares to Mr. Solheim as matching shares.

Employment Agreements

The Compensation Committee reviews and approves every employment agreement entered into with senior executives. The Corporation has entered into employment agreements with each Named Executive Officer. The agreements provide each Named Executive Officer with what the Compensation Committee believes to be a suitable base salary and bonus, as described above. Termination and change of control provisions contained in these agreements are described in detail under the heading “Termination and Change-in-Control Provisions.”

Perquisites

No material additional benefits or perquisites are currently provided to members of management that are not available to employees of the Corporation generally. Benefits are generally extended to all employees include health, long-term disability, dental and group life insurance.

Performance Graph

The following graph compares the cumulative shareholder return of the Common Shares to the cumulative returns of the S&P/TSX Composite Index for the period commencing April 19, 2007 (the date the Common Shares were first listed on the TSX) to May 14, 2009. The graph assumes an investment of $100 on April 19, 2007 in the Corporation’s Common Shares.

While the Corporation’s share performance in the financial year ended February 28, 2009 was below the S&P/TSX Composite Total Return index at certain points during the year, the Corporation’s performance continues to yield promising results with the Corporation reporting revenue growth of 7% in the 2009 fiscal year as compared to the previous fiscal year. The Named Executive Officers’ compensation is not based on performance of the Corporation’s stock price, and therefore the Named Executive Officers’ compensation may not directly compare to the trend shown above.

Summary Compensation Table

The following table sets forth compensation information for the fiscal year ended February 28, 2009 for the Corporation’s Named Executive Officers.

Name and principal position	Salary ($)		Option-based awards ($) (1)			Non-equity incentive plan compensation ($)			All other compensation ($)	Total compensation ($)
Peter Allen President and Chief Executive Officer	$	200,000	$	49,000		Nil			Nil	$	249,000
Russell Frederick Chief Financial Officer, Vice President and Secretary	$	185,000	$	31,500		Nil			Nil	$	216,500
Erik Boch Vice President, R&D and Chief Technology Officer	$	185,000	$	31,500		Nil			Nil	$	216,500
Brian McCormack Vice President, Sales	US$	200,000	US$	8,573	(2)	US$	310,340	(3)	Nil	US$		518,913
Alan Solheim Vice President, Product Line Management	$	185,000	$	31,500		Nil			Nil	$	216,500

(1) Option based award values are calculated at their fair market value established using the Black-Scholes methodology, which has been chosen as the method to value options as it is the most widely recognized methodology and is accepted by Canadian Generally Accepted Accounting standards. The Black-Scholes model considers various factors including historical share prices, price volatility and interest rates.

(2) Foreign exchange rate used to convert Canadian dollar compensation to US dollars is 1.2248 (the Bank of Canada CDN$ to US$ closing rate on January 13, 2009, being the date of option grant).

(3) Mr. McCormack earned US$310,340 in sales commission in fiscal year 2009.

Option-Based Awards

The Corporation established the Stock Option Plan to attract, retain and provide an incentive to its employees, directors, officers and consultants and to advance the Corporation’s interests by providing these persons with the opportunity, through stock options, to acquire an ownership interest in the Corporation. The Stock Option Plan is administered by the Board. All options granted under the Stock Option Plan must be approved by the Board, unless authority to grant options is specifically delegated to the Compensation Committee by the Board. In granting options, the Compensation Committee or the Board, as applicable, may determine the terms relating to each option, including the number of shares subject to each option, the exercise price in accordance with the terms of the Stock Option Plan, the expiration date of each option, and the

extent to which each option is exercisable during the term of the option. The Stock Option Plan does not contemplate the inclusion of performance based criteria as a condition of exercise of options.

The maximum number of Common Shares issued or issuable under the Stock Option Plan is a fixed percentage of 15% of the Common Shares outstanding from time to time. As of May 14, 2009, options to acquire 2,128,255 Common Shares (representing approximately 7.4% of the issued and outstanding Common Shares) are outstanding under the Stock Option Plan. The Stock Option Plan also contains provisions governing “restricted stock” that was issued by the Corporation prior to its initial public offering on the exchange of certain options previously granted under the Stock Option Plan. The restricted stock is subject to repurchase rights in favour of the Corporation that lapse over time. The Stock Option Plan provides on and as of the date of listing of the Common Shares on the TSX, the Corporation shall not make any new awards of restricted stock under the Stock Option Plan.

For each financial year of the Corporation, the maximum number of Common Shares issuable pursuant to options granted to a director by virtue of his or her service as a director in that financial year, is that number of Common Shares equal to 0.05% of the outstanding Common Shares as at the last day of such financial year. The Stock Option Plan also provides that no awards may be made under the Stock Option Plan if such award would result in: (a) the number of Common Shares issued to insiders pursuant to the Stock Option Plan, together with all of the Corporation’s other share compensation arrangements, within any one year period, exceeding 10% of the outstanding Common Shares (excluding Common Shares issued as or under share compensation arrangements during such year), or (b) the number of Common Shares issuable to insiders at any time pursuant to the Stock Option Plan and all of the Corporation’s other share compensation arrangements exceeding 10% of the outstanding Common Shares.

Options granted pursuant to the Stock Option Plan are priced at the volume weighted average trading price of the Common Shares on the TSX, or another stock exchange where the majority of the volume and value of the Common Shares occurs, for the five trading days immediately preceding the date of grant. Subject to applicable securities laws, the rules of the TSX or any stock exchange or market on which the Common Shares are then listed or admitted to trading, and any other requirements of the plan administrator, the exercise price of options may be satisfied by the actual delivery or deemed delivery or assignment to the Corporation of Common Shares having a fair market value (as determined by the plan administrator) equal to the purchase price. In practice, “cashless” exercises are funded by the actual sale of Common Shares by the participant.

Under the Stock Option Plan, unless otherwise determined by the Board, options vest as to 25% on the first anniversary of the date of grant and thereafter, as to 1/36th of the remaining 75% of the optioned shares on the last day of each month, such that the option is fully vested on that date which is four years from the date of the grant.

No option granted under the Plan extends for a period longer than ten years from the date of grant, and unless otherwise approved by the Board, the term and expiry date of any option is five

years after the date of the grant. The Stock Option Plan contains provisions governing the termination of options in the event of a termination of employment or service of a director, officer, consultant or employee. In such circumstances, unvested options terminate immediately. Vested options expire 120 days after the death of the participant or 30 days after the termination of the participant’s service “without cause” or by reason of voluntary resignation (or earlier if the option was otherwise due to expire). In the case of termination of the participant’s services “for cause”, or by reason of the breach of the participant’s fiduciary duty to the Corporation or consulting arrangement with the Corporation, vested options terminate immediately.

If an option expires (other than an expiry by reason of the termination of the participant’s services “for cause”, or by reason of the breach of the participant’s fiduciary duty to the Corporation or consulting arrangement with the Corporation) during or within ten days after a period during which a participant is prohibited from exercising options pursuant to the Corporation’s insider trading policy, as in effect from time to time (a “Black Out Period”), the participant may elect for the term of such option to be extended to the date which is ten business days after the last day of the Black Out Period; provided, that, the expiration date as extended will not in any event be beyond the later of: (i) December 31 of the calendar year in which the option was otherwise due to expire; and (ii) the 15th day of the third month following the month in which the option was otherwise due to expire.

In the event of a “Corporate Event” (as defined below), the Board in its sole discretion (but subject to obtaining the prior approval of the TSX if required by the rules, regulations and policies of the TSX) may, without any action or consent of the participants, provide for: (a) the continuation or assumption of outstanding options by or to the successor to all or substantially all of the assets or capital shares of the Corporation, or any other successor of the business of the Corporation as determined by the Board (the “Acquirer”); (b) the substitution of options for options and/or shares of restricted stock and/or other securities of the Acquirer; (c) the substitution of options with a cash incentive program of the Acquirer; (d) the acceleration of the vesting of options and, in the case of outstanding options the right to exercise such options, to a date prior to or on the date of the Corporate Event, and the expiration of outstanding options to the extent not timely exercised by the date of the Corporate Event or such other date as may be designated by the Board; (e) the cancellation of all or any portion of the outstanding Options by a cash payment and/or other consideration receivable by the holders of Common Shares as a result of the Corporate Event equal to the excess, if any, of the fair market value (as determined by the Board), on the date of the Corporate Event, over the exercise price of the Common Shares subject to the outstanding options or portion thereof being cancelled; or (f) such other actions or combinations of the foregoing actions as it deems fair and reasonable in the circumstances. A “Corporate Event” is defined as: (i) a merger, amalgamation, consolidation, reorganization or arrangement of the Corporation with or into another corporation (other than a merger, amalgamation, consolidation, reorganization or arrangement of the Corporation with one or more of its related entities); (ii) a tender offer for all or substantially all of the outstanding Common Shares; (iii) the sale of all or substantially all of the assets of the Corporation; or (iv) any other acquisition of the business of the Corporation as determined by the Board.

The Plan contains additional restrictions that are only applicable to options which are characterized as “incentive stock options” for the purposes of the United States Internal Revenue Code of 1986 (the “Code”). In the case of incentive stock option grants to holders of 10% or more of the Common Shares, the exercise price of such incentive stock options must be not less than 110% of the fair market value of the Common Shares (provided that such fair market value shall not be less than the 5-day volume weighted trading price on the date of grant).

Except in the case of death of an optionee or in accordance with the applicable law, options are not assignable without the consent of the Corporation.

Amendments to the Stock Option Plan generally require the consent of the TSX and the shareholders of the Corporation given at a duly constituted meeting. However, the following amendments to the Stock Option Plan may be made by the Board without TSX or other stock exchange approval and without shareholder approval: (a) amendments of a technical, clerical or “housekeeping” nature, or to clarify any provision of the Stock Option Plan, including without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Stock Option Plan or to correct or supplement any provision of the Stock Option Plan that is inconsistent with any other provision of the Stock Option Plan; (b) suspension or termination of the Stock Option Plan; (c) amendments to respond to changes in legislation, regulations, instruments (including National Instrument 45-106), stock exchange rules (including the rules, regulations and policies of the TSX) or accounting or auditing requirements; (d) amendments respecting administration of the Stock Option Plan; (e) any amendment to the definition of “Consultant”, “Officer”, “Director” or “Employee” therein or otherwise relating to the eligibility of any service provider of the Corporation or a related entity to receive an award under the Stock Option Plan; (f) changes to the vesting provisions, or conditions for the lapse of any repurchase right, for any outstanding option or Common Shares issued subject to contractual repurchase rights, except with respect to awards held by any insider; (g) amendments to reduce the exercise price or purchase price of an option, except with respect to an option granted to an insider; (h) amendments to the termination provisions of the Stock Option Plan or any outstanding option, provided no such amendment may result in an extension of any outstanding option held by an insider beyond its original expiry date; (i) adjustments to reflect stock dividends, stock splits, reverse stock splits, share combinations or other alterations of the capital stock of the Corporation; (j) amendments to permit awards granted under the Stock Option Plan to be transferable; (k) amendments necessary to qualify any or all incentive stock options for such favourable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code; and (l) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations and policies of the TSX).

Shareholder approval will be required for the following types of amendments of the Stock Option Plan: (a) amendments to the number of common shares issuable under the Stock Option Plan, including an increase to a fixed maximum number of common shares or a fixed maximum percentage or a change from a fixed maximum number of common shares to a fixed maximum percentage; (b) amendments: (i) reducing the exercise price or purchase price of an option held by an insider, or (ii) extending the term of an option that benefits an insider; and (c) amendments

required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the TSX). Further, except in certain limited circumstances, in no event may the Board of Directors alter or impair any rights or increase any obligations with respect to any option previously granted without the consent of the optionee.

Proposed amendments to the Stock Option Plan to permit the exchange of certain options held by “insiders” for new grants of options at a lower exercise price, and to extend the expiry dates of certain options held by “insiders”, are being submitted to the shareholders for consideration at the Meeting. See: “Amendment No. 2009-1 to Stock Option Plan to Approve Exchange of Options” and “Amendment No. 2009-2 to Stock Option Plan to Approve Extension of Option Expiry Dates”.

Outstanding Option-Based Awards and Share-Based Awards as at February 28, 2009

The following table sets forth all unexercised options outstanding as of February 28, 2009 for each Named Executive Officer.

	Option-Based Awards						Share-Based Awards
Name of Executive Officer	Number of Common Shares underlying unexercised options (#)	Option exercise price ($) (1)		Option expiration date	Aggregate value of unexercised in-the-money options as at February 28, 2009 ($) (2)		Number of Common Shares that have not vested (#)	Market value of share- based awards that have not vested as at February 28, 2009 ($)(1)
Peter Allen	70,000	$	1.34	January 13, 2014	$	16,100	9,472	$	14,871
	80,000	$	6.57	October 5, 2012(1)
	235,000	$	2.46	June 22, 2010

Russell	45,000	$	1.34	January 13, 2014	$	10,350	6,555	$	10,291
Frederick	45,000	$	6.57	October 5, 2012(1)
	70,000	$	2.46	June 22, 2010

Erik Boch	45,000	$	1.34	January 13, 2014	$	10,350	2,488	$	3,906
	50,000	$	6.57	October 5, 2012(1)
	100,000	$	2.46	June 22, 2010(3)

Brian	15,000	$	1.34	January 13, 2014	$	3,450	2,688	$	4,220
McCormack	20,000	$	6.57	October 5, 2012(1)
	60,000	$	2.46	June 22, 2010(3)

Alan Solheim	45,000	$	1.34	January 13, 2014	$	10,350	5,000	$	7,850
	50,000	$	6.57	October 5, 2012(1)
	80,000	$	2.46	June 22, 2010(3)

(1) If the resolution approving Amendment No. 2009-1 to the Stock Option Plan is approved by the shareholders at the Meeting, these options may be exchanged for new options with an exercise price of not less than $3.38. The expiry date of the new options to be issued on the exchange will be extended by a period of one (1) year from the expiry date of the options listed in the table.

(2) The closing market price of the Common Shares on the TSX on February 27, 2009 (being the last trading day of the Corporation’s fiscal year ended February 28, 2009) was $1.57 per Common Share.

(3) If the resolution approving Amendment No. 2009-2 to the Stock Option Plan is approved by the shareholders at the Meeting, the expiry date of these options will be extended by a period of not more than one (1) year.

Incentive plan awards – value vested or earned during the year ended February 28, 2009

The following table sets forth the value vested or earned by the Named Executive Officers under the Corporation’s equity and non-equity incentive plans.

Name of Executive Officer	Option-based awards – Value vested during the year ended February 28, 2009 ($)(1)		Share-based awards – Value vested during the year ($)		Non-equity incentive plan compensation – Value earned during the year ended February 28, 2009 ($)
Peter Allen	$	45,426	$	85,709	Nil
Russell Frederick	$	13,530	$	59,203	Nil
Erik Boch	$	19,330	$	44,532	Nil
Brian McCormack	$	11,600	$	24,116	US$310,340(2)
Alan Solheim	$	15,461	$	134,263	Nil

(1) Represents the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date.

(2) Mr. McCormack earned US$310,340 in sales commission in fiscal year 2009.

ESPP

The ESPP was established on July 17, 2008 (the “Effective Date”) following approval of the ESPP at the Corporation’s 2008 annual and special meeting of shareholders.

The ESPP is open for participation to all employees (including directors and officers who are under a permanent full-time or part-time contract of employment with the Corporation) of the Corporation and any subsidiary subject to certain provisions contained within the ESPP.

Summary of ESPP

Pursuant to the ESPP, 500,000 Common Shares (approximately 1.75% of the 28,559,973 issued and outstanding Common Shares on the Record Date) are reserved for issuance under the ESPP. All Common Shares purchased or issued pursuant to the ESPP come from the treasury of the Corporation.

The Board has full power and authority to administer the ESPP on behalf of the Corporation, including the power and authority to delegate the administration of the ESPP to the Compensation Committee. The Board determines questions of interpretation or application of the

ESPP and its decisions shall be final and binding on all participants. Board members receive no additional compensation for their services in administering the ESPP.

Eligible employees become participants in the ESPP by delivering to the Corporation an election to purchase shares prior to the commencement of the applicable purchase period. Each participant contributes to the ESPP, at the participant’s option, an amount equal to or between the following minimum and maximum amounts (in whole percentages): a minimum of one percent (1%) of the participant’s basic compensation, and a maximum of ten percent (10%) of the participant’s basic compensation. The contributions are made through payroll deductions at the end of each employee’s bi-weekly or monthly pay period, as applicable. The Corporation, as agent of the participant, makes such deductions and pays the participant’s contribution to the Administrator (as such term is defined in the ESPP).

On the last business day of each month, the Administrator purchases Common Shares from the Corporation based on the contributions received from each participant during the preceding month (the “Participant Shares”). The purchase price of the Participant Shares is the volume weighted average closing trading price of the Common Shares on the TSX for the five trading days immediately preceding the last business day of such month. The Administrator deposits the Participant Shares into an account in the name of the participant and holds such shares on behalf of such participant.

The Corporation matches a portion of each employee’s participation in the ESPP by issuing additional Common Shares to each participant (through the Administrator). Specifically, on the last business day of each month, the Corporation issues to the Administrator that number of Common Shares (the “Matching Shares”) equal to twenty-five percent (25%) of the aggregate number of Participant Shares purchased by the Administrator on behalf of the participants for such month for each participant. The Matching Shares are deposited into a trust account by the Administrator on behalf of the Corporation.

The Participant Shares purchased on behalf of each participant vest immediately to the benefit of such participant. Subject to provisions in the ESPP relating to a change in control of the Corporation, the Matching Shares vest one year from the date of issuance of such Matching Shares.

In the event of a change of control of the Corporation, the Board, in its sole discretion (but subject to obtaining the prior approval of the TSX if required by the rules, regulations and policies of the TSX) may, without any action or consent of the participants in the ESPP, provide for: (a) the continuation of the vesting period with regard to any unvested Matching Shares; (b) the substitution of any unvested Matching Shares for shares of the acquirer; (c) the substitution of any unvested Matching Shares with a cash incentive program of the acquirer; (d) the acceleration of the vesting period to a date prior to or on the date of the change of control; (e) the cancellation of all or any portion of any unvested Matching Shares by a cash payment and/or other consideration receivable by the holders of any unvested Matching Shares as a result of the change in control equal to the market price of the unvested Matching Shares on the date of the change in control; or (f) such other actions or combinations of the foregoing actions as it deems

fair and reasonable in the circumstances.

Upon the termination of employment of any participant for any reason, any unvested Matching Shares held by the Administrator for such participant are forfeited by such participant. A participant whose employment is terminated for any reason other than death must withdraw or otherwise transfer all of their Participant Shares and vested Matching Shares in such participant’s account within ninety (90) days of such termination of employment. The participant may also request that the Administrator sell the Participant Shares and vested Matching Shares in the participant’s account and distribute the cash proceeds to the participant. In the event of the death of a participant, the Participant Shares and vested Matching Shares in such participant’s account are distributed to such participant’s estate in accordance with the instructions of such participant’s legal representative. Such distribution may take the form of a distribution of the cash realized from the sale of such Participant Shares and vested Matching Shares by the Administrator if so requested by the legal representative of the participant’s estate.

The Corporation reserves the right to discontinue use of payroll deductions at any time such action is deemed advisable. The ESPP will terminate on the date which is ten (10) years from the Effective Date, unless earlier terminated by the Board. No right or interest of any participant in or under the ESPP may be assigned by such participant.

No Common Shares are issuable under the ESPP at any time to any Insider (as such term is defined in the ESPP) if such issuance, together with all of the Corporation’s previously established or proposed Share Compensation Arrangements (as such term is defined in the ESPP), including the ESPP, could result, at any time, in: (i) the number of Common Shares issued to Insiders pursuant to the ESPP, together with all of such other Share Compensation Arrangements, within any one (1) year period exceeding ten percent (10%) of the issued and outstanding Common Shares; or (ii) the number of Common Shares issuable to Insiders at any time pursuant to the ESPP and all such other Share Compensation Arrangements exceeding ten percent (10%) of the issued and outstanding Common Shares.

Amendments to the ESPP generally require the consent of the TSX and the shareholders of the Corporation given at a duly constituted meeting. However, the following amendments to the ESPP may be made by the Board without TSX or other stock exchange approval and without shareholder approval: (a) amendments of a technical, clerical or “housekeeping” nature, or to clarify any provision of the ESPP, including without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the ESPP or to correct or supplement any provision of the ESPP that is inconsistent with any other provision of the ESPP; (b) suspension or termination of the ESPP; (c) amendments to respond to changes in legislation, regulations, instruments (including National Instrument 45-106), stock exchange rules (including the rules, regulations and policies of the TSX) or accounting or auditing requirements; (d) amendments respecting administration of the ESPP; (e) any amendment to the definition of “Employee” in the ESPP; (f) any amendment to the definition of “Subsidiary” in the ESPP and the consequential amendments to Appendix “B” of the ESPP; (g) changes to the vesting provisions for any outstanding Unvested Matching Shares (as defined in the ESPP); (h) amendments to the participant contribution provisions of the ESPP; (i) amendments to the

withdrawal and suspension provisions of the ESPP; (j) amendments to the number or percentage of Matching Shares contributed by the Corporation; (k) amendments to the termination provisions of the ESPP; (l) adjustments to reflect stock dividends, stock splits, reverse stock splits, share combinations or other alterations of the capital stock of the Corporation; and (m) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations and policies of the TSX).

Shareholder approval will be required for the following types of amendments of the ESPP: (a) amendments to the number of Common Shares issuable under the ESPP, including an increase to the fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage; and (b) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the TSX).

Termination and Change-in-Control Benefits

Peter Allen. The Corporation may terminate Mr. Allen’s employment by providing him with twelve months compensation (including any bonus entitlement) if he is terminated without cause, and no compensation if he is terminated with cause. Mr. Allen may terminate his employment with the Corporation upon ninety days prior written notice. Mr. Allen is subject to industry standard covenants in the Corporation’s favour, including non-competition and non-solicitation covenants for a period of twelve months after termination of employment.

Russell Frederick. The Corporation may terminate Mr. Frederick’s employment by providing him with six months compensation (including any bonus entitlement) if he is terminated without cause, and no compensation if he is terminated with cause. Mr. Frederick may terminate his employment with the Corporation upon two weeks prior written notice. Mr. Frederick is subject to industry standard covenants in the Corporation’s favour, including non-competition and non-solicitation covenants for a period of six months from termination of employment.

Brian McCormack. The Corporation may terminate Mr. McCormack’s employment by providing him with an amount equal to the greater of (i) twelve months base salary and (ii) one month base salary for each full calendar year worked if he is terminated without cause. If Mr. McCormack finds alternative employment or commences work as an independent contractor during the twelve month notice period he is entitled to a lump sum payment equal to 50% of the balance of such amount. Mr. McCormack is not entitled to any compensation if he is terminated with cause. Mr. McCormack may terminate his employment with the Corporation upon forty-five days prior written notice. Mr. McCormack is subject to industry standard covenants in the Corporation’s favour, including non-competition and non-solicitation covenants for a period of twelve months from termination of employment.

Erik Boch. The Corporation may terminate Mr. Boch’s employment by providing him with six months compensation (including any bonus entitlement) if he is terminated without cause, and no compensation if he is terminated with cause. On a termination without cause, Mr. Boch is also entitled to receive eighteen months of additional vesting of any options to purchase Common

Shares then held by him, and such options will not terminate at the end of the Corporation’s standard post-service exercise period but instead may be exercised until their date of expiry, and the lapse of any repurchase right then applicable to Common Shares then held by Mr. Boch will accelerate by eighteen months. Mr. Boch may terminate his employment with the Corporation upon thirty days prior written notice. Mr. Boch is subject to industry standard covenants in the Corporation’s favour, including non-competition and non-solicitation covenants for a period of six months from termination of employment.

Alan Solheim. The Corporation may terminate Dr. Solheim’s employment by providing him with six months compensation (including any bonus entitlement) if he is terminated without cause, and no compensation if he is terminated with cause. Dr. Solheim may terminate his employment with the Corporation upon two weeks prior written notice. Dr. Solheim is subject to industry standard covenants in the Corporation’s favour, including non-competition and non-solicitation covenants for a period of six months from termination of employment.

Option Vesting on Change-in-Control

On a merger, amalgamation, consolidation, reorganization or other business combination in which the shareholders of the Corporation prior to such event own less than 50% of the outstanding voting shares of the surviving or continuing entity, or on the sale or other disposition of all of the assets of the Corporation, all options to purchase Common Shares held by each of the executive officers of the Corporation will vest and become immediately and fully exercisable, and any repurchase rights applicable to Common Shares held by the executive officers of the Corporation will immediately lapse and terminate.

Director Compensation

Information with respect to the compensation of the Corporation’s directors is set forth above under the heading “Compensation of Directors”.

SECURITIES AUTHORIZED FOR ISSUANCE

UNDER EQUITY COMPENSATION PLANS

The following table sets forth certain information with respect to the Stock Option Plan and the ESPP as at February 28, 2009:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)	2,075,918	$	3.37	898,804	(2)
Equity compensation plans not approved by security holders	N/A	N/A		N/A
	2,075,918	$	3.37	898,804

(1) The only equity compensation plans currently approved by security holders as of the date of this Circular are the Stock Option Plan and the ESPP.

(2) Comprised of 400,028 Common Shares that may issued under the Stock Option Plan and 498,776 Common Shares that may be issued under the ESPP.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation and its Board are committed to exercising effective corporate governance in the conduct of the Corporation’s business and the Board’s affairs. National Instrument 58-101 - Disclosure of Corporate Governance Practices (the “National Instrument”) promulgated by the applicable Canadian securities regulatory authorities requires reporting issuers to disclose their approach to corporate governance and relate their corporate governance practices to specific guidelines. The National Instrument serves as the reference point for this Statement of Corporate Governance Practices.

Overview

The Board is responsible for managing the business and affairs of the Corporation. It is the Board’s belief that good corporate governance improves corporate performance and benefits all shareholders.

Board of Directors

The Board is currently comprised of seven directors. Directors of the Corporation are elected annually by the shareholders. The composition of the Board provides a mix of skills and experience to guide the strategy and operations of the Corporation.

The Board has concluded that four of the seven current directors (namely, Gerry Spencer, Ake Persson, Carl Eibl and Claude Haw), together constituting a majority of the Board, and the proposed nominee director (namely, Jean-Paul Cossart), are or would be “independent” within the meaning of the National Instrument. The definition of “independence” in the National Instrument focuses on whether a director, directly or indirectly, has a material relationship with an issuer that could reasonably be expected to interfere with the exercise of that director’s independent judgment, provided that employees and certain other categories of individuals are considered to have material relationships with an issuer. Specifically, the Board has concluded that: Gerry Spencer, Ake Persson, Carl Eibl, Claude Haw and Jean-Paul Cossart are or would be “independent” within the meaning of the National Instrument; Peter Allen and Russell Frederick are not “independent” as a result of their positions as executive officers of the Corporation; and Terry Matthews is not independent by reason of the interests disclosed below under the heading “Interests of Informed Persons in Material Transactions”. The Board believes that the extensive knowledge of the Corporation’s business and industry brought to the Corporation by Messrs. Allen, Frederick and Matthews is beneficial to the other directors and contributes to the effectiveness of the Board.

The Corporation’s Nominating and Governance Committee has the responsibility for determining, on an annual basis, whether Board members are “independent” within the meaning of the National Instrument.

The following is a list of those directors (or proposed nominee directors) of the Corporation who are also directors of other reporting issuers:

Director	Reporting Issuer	Exchange/Market

Gerry Spencer	AT Communications Group plc	AIM

Terence Matthews	March Networks Corporation Bridgewater Systems Corporation CounterPath Corporation Mitel Networks Corporation	TSX TSX TSX-V/OTC BB n/a

Jean-Paul Cossart	Mitel Networks Corporation	n/a

At each Board meeting, the “independent” directors have the ability to hold in camera sessions without the presence of the non-independent directors and other members of the Corporation’s management, a process intended to facilitate open and candid discussion among the “independent” directors. Although not regularly scheduled, the Board exercises its ability to hold such in camera sessions whenever any “independent” director(s) deems it necessary. Since

February 29, 2008, no such in camera sessions were deemed to be necessary by the Board and none were held.

Gerry Spencer, an “independent” director, serves as the Board’s Chair. In addition to chairing all Board meetings, the Chair’s role is to facilitate and chair discussions among the Corporation’s “independent” directors, facilitate communication between the “independent” directors and the Corporation’s management, and, if and when necessary, act as a spokesperson on behalf of the Board in dealing with the press and members of the public. The Chair’s responsibilities and duties are described in detail in a position description developed by the Board in co-operation with the current Chair. The existence of the position of Chair is not intended in any way to inhibit discussions among the directors or between any of them and the Corporation’s management. The Chair, the Nominating and Governance Committee, the Audit Committee and the Board at large are responsible for ensuring that the Board effectively discharges its mandate.

During the year ended February 28, 2009, the Board held nine (9) meetings. Each meeting was attended by all directors with the following exceptions: (i) Terence Matthews was absent from three (3) meetings; and (ii) Claude Haw was absent from one (1) meeting.

Mandate of the Board

On February 23, 2007, the Board adopted a written mandate of directors’ duties and responsibilities. A copy of the Corporation’s Mandate for the Board of Directors is attached to this Circular as Schedule “A” and is also available on the Corporation’s website at www.dragonwaveinc.com.

Board Committees

The Board of Directors has established the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Disclosure Committee to assist the Board in efficiently carrying out its responsibilities. The Board does not currently have an executive committee.

Audit Committee

The mandate, role, responsibilities and procedures of the Audit Committee are set forth in the Corporation’s Audit Committee Charter. The Audit Committee is responsible for, among other things, reviewing the Corporation’s financial reporting procedures, internal controls and the performance of the Corporation’s external auditors. The Audit Committee is also responsible for reviewing quarterly financial statements, the annual financial statements and related press releases prior to their approval by the full Board and certain other documents required by regulatory authorities. The Audit Committee Charter addresses in detail the relationship between the Audit Committee, the Corporation’s external auditors and management of the Corporation, and contemplates direct communication channels between the Audit Committee and the external auditors. The Audit Committee is empowered to retain persons having special competence as necessary to assist it in fulfilling its responsibilities.

The Audit Committee is currently comprised of three “independent” directors: Claude Haw (Committee Chair), Gerry Spencer and Ake Persson. All members of the Audit Committee have accounting or related financial expertise. This Committee held five (5) meetings during the year ended February 28, 2009, and each meeting was attended by all members. Following the Meeting, and assuming all of management’s nominees are elected to the Board by the shareholders of the Corporation, Ake Persson will be replaced on the Audit Committee by independent nominee Jean-Paul Cossart.

Additional information relating to the Audit Committee as required pursuant to National Instrument 52-110 - Audit Committees, promulgated by the applicable Canadian securities regulatory authorities, may be found in the Corporation’s Annual Information Form for the year ended February 28, 2009 (the “AIF”) (see “Article 15 - Audit Committee” in the AIF and Schedule 15.1 to the AIF which sets forth a copy of the Audit Committee Charter). A copy of the AIF may be found on SEDAR at www.sedar.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 411 Legget Drive, Suite 600, Ottawa, Ontario, K2K 3C9, Canada. A copy of the Corporation’s Audit Committee Charter is also available on the Corporation’s website at www.dragonwaveinc.com.

Compensation Committee

The Compensation Committee makes recommendations to the Board on executive compensation, including the compensation of the President and Chief Executive Officer. The responsibilities of the Compensation Committee also include oversight of the Corporation’s equity compensation plans and management succession strategy. At least a majority of the Compensation Committee members must be “independent” within the meaning of the National Instrument.

The Compensation Committee is currently composed of three “independent” directors: Carl Eibl (Committee Chair), Ake Persson and Claude Haw. This Committee held two (2) meetings during the year ended February 28, 2009, and each meeting was attended by all members. Following the Meeting, and assuming all of management’s nominees are elected to the Board by the shareholders of the Corporation, Ake Persson will be replaced on the Compensation Committee by independent nominee Jean-Paul Cossart.

Nominating and Governance Committee

Pursuant to the Nominating and Governance Committee Charter, the mandate of the Nominating and Governance Committee is to assist the directors of the Corporation in carrying out the Board’s oversight responsibility for ensuring that the strategic direction of the Corporation is reviewed annually and that the Board and each of its committees carry out their respective functions in accordance with an appropriate process. The Nominating and Governance Committee is also responsible for assessing the effectiveness of the Board as a whole, each committee of the Board, and the contribution of each individual director. The Nominating and Governance Committee is responsible for governance issues and for identifying, recruiting, nominating, endorsing, recommending the appointment of, and orienting, new directors, as well

as the ongoing training and education of existing directors. The Nominating and Governance Committee also reviews the Corporation’s Insider Trading Policy, Disclosure Policy and Code of Business Conduct and Ethics and is responsible for recommending changes and any action required to deal with any breach of any such policy or code. At least a majority of the Nominating and Governance Committee members must be “independent” within the meaning of the National Instrument.

The Nominating and Governance Committee is currently composed of three “independent” directors: Gerry Spencer (Committee Chair), Carl Eibl and Claude Haw. This Committee held two (2) meetings and one (1) strategy meeting as part of a Board meeting during the year ended February 28, 2009, and each meeting was attended by all members.

The full Board will continue to be directly involved in corporate governance matters upon the recommendation of the Nominating and Governance Committee and where otherwise appropriate.

A copy of the Corporation’s Nominating and Governance Committee Charter is available on the Corporation’s website at www.dragonwaveinc.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 411 Legget Drive, Suite 600, Ottawa, Ontario, K2K 3C9.

Disclosure Committee

The Corporation has adopted a written Disclosure Policy and has formed a Disclosure Committee consisting of members of senior management (namely, Peter Allen and Russell Frederick) in order to oversee the Corporation’s disclosure practices and generally regulate the manner in which the Corporation and its directors, officers, employees and other representatives interact with shareholders and other stakeholders, analysts and the public. The Corporation’s Disclosure Policy has been established in accordance with relevant disclosure requirements set out in applicable Canadian and United Kingdom securities laws. The Disclosure Committee was formed on February 23, 2007 and meets periodically on an as-needed basis throughout the year.

A copy of the Corporation’s Disclosure Committee Charter and Disclosure Policy is available on the Corporation’s website at www.dragonwaveinc.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 411 Legget Drive, Suite 600, Ottawa, Ontario, K2K 3C9.

Position Descriptions

The Board has adopted written position descriptions for the Chair of the Board and the chairs of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Board and the Chief Executive Officer have jointly developed and adopted a written position description for the Chief Executive Officer.

Orientation and Continuing Education

Pursuant to the Corporation’s Nominating and Governance Committee Charter, the Nominating and Governance Committee monitors and recommends training and development programs for the Board and individual directors. The Corporation encourages its directors to pursue continuing education relating to their positions as members of the Board. From time to time, management arranges for the Corporation’s external advisors to provide materials to, or meet with, the Board in order to address continuing education topics such as governance and continuous disclosure obligations. The meetings in which new directors participate (including the annual review sessions of strategic plans and budgets), as well as informal discussions with other directors and the Corporation’s senior management, also permit new directors to rapidly familiarize themselves with the Corporation’s operations and history.

Ethical Business Conduct

The Corporation is committed to a culture of honesty, integrity and accountability and strives to operate its business in accordance with the highest ethical standards and applicable laws, rules and regulations. In furtherance of the foregoing, the Corporation has adopted a written Code of Business Conduct and Ethics (the “Code”) which governs the behaviour of its directors, officers and employees. The Code also provides that all directors, officers and employees must avoid any situation that constitutes a conflict of interest or the appearance of a conflict of interest with the Corporation.

As required by the Act, directors formally disclose to the Board any material transactions or arrangements in which the director has an interest, and interested directors refrain from voting on such transaction or agreement.

The full Board is responsible for monitoring compliance with the Code, for regularly assessing its adequacy, for interpreting the Code in any particular situation and for approving any changes to the Code from time to time. The Code provides that all directors, officers and employees of the Corporation are required to immediately report any violation of the Code or any applicable law, rule or regulation to the Audit Committee in accordance with the Corporation’s Whistleblower Policy. A copy of the Code is available on SEDAR at www.sedar.com, or the Corporation’s web-site at www.dragonwaveinc.com, and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 411 Legget Drive, Suite 600, Ottawa, Ontario, K2K 3C9.

The Corporation has also adopted an Insider Trading Policy which governs the conduct of directors, officers, employees and other insiders of the Corporation with respect to the trading of the Corporation’s securities, particularly in the context of material information concerning the Corporation and its affairs. Among other matters, the Insider Trading Policy sets out prohibited trading activities, establishes guidelines for identifying insiders of the Corporation and describes reporting requirements applicable to insiders.

Nomination of Directors

The Corporation’s nominating committee is subsumed in the Nominating and Governance Committee which is composed entirely of “independent” directors. The Nominating and Governance Committee has the responsibility of annually recommending to the Board whether a director should be nominated for re-election based upon the Nominating and Governance Committee’s consideration of his or her performance in office and any other factors deemed relevant. The Nominating and Governance Committee may also identify new individuals and recommend such individuals as nominees to the Board, whether to fill vacancies on the Board, its committees or otherwise. The Chairman of the Board, the Chief Executive Officer and other individual directors may also identify potential candidates as directors and the Nominating and Governance Committee or the full Board, as the case may be, may review such candidates and make appropriate recommendations.

The Nominating and Governance Committee also monitors the size and composition of the Board and its committees to ensure effective decision-making and reports to the full Board on any resulting recommendations.

In preparation for the Corporation’s recent initial public offering, the full Board participated in the identification and selection of each Board candidate. The full Board also participated in the selection of the members of its committees. In identifying candidates for election to the Board, emphasis is placed on individuals possessing expertise that is strategic to the fulfillment of the Mandate for the Board.

Compensation

The Board, acting on the recommendations of the Compensation Committee which is composed entirely of “independent” directors, reviews the adequacy of management’s and the directors’ compensation, as determined based on reviews of the competitive marketplace, to ensure that they are respectively current and reflective of the roles of each director. Additional disclosure relating to compensation matters is found above under the headings “Information on Executive Compensation” and “Board Committees - Compensation Committee”.

Assessment

In general, since the directors work closely as a group throughout the year, the Chair and the full Board are able to continuously assess whether each director is contributing towards the fulfilment of the Mandate for the Board and otherwise performing his duties at the highest level.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Kanata Research Park Corporation

The principal office of the Corporation at 411 Legget Drive, Ottawa, Ontario is leased by the Corporation from Kanata Research Park Corporation (“KRPC”) pursuant to a lease dated February 14, 2000, as most recently amended on October 25, 2006. The term of this lease expires

on November 30, 2011. The Corporation currently leases approximately 25,926 square feet of rentable space. Aggregate lease payments (base rent and all other rent and charges) are approximately $595,000 per annum. The Corporation also leases a warehouse facility at 362 Terry Fox Drive, Ottawa, Ontario, from KRPC pursuant to a lease dated August 30, 2006, as most recently amended on October 23, 2008. The term of this lease expires on October 31, 2009. These premises consist of approximately 6,737 square feet of rentable space. Aggregate annual lease payments (base rent and all other rent and charges) are approximately $138,600. Additional warehouse space (2,700 square feet) located at 349 Terry Fox Drive, has been leased from KRPC on a six-month lease effective February 1, 2008 and month-to-month thereafter. Total rent payments for the year are estimated at $21,400. Management believes that the terms of its leases reflect fair market terms and payment provisions at the times that the leases were negotiated. KRPC is a corporation wholly-owned by Terry Matthews, a director of the Corporation.

BreconRidge Corporation

On November 4, 2005, the Corporation entered into a supply agreement with BreconRidge Corporation (“BreconRidge”) (the “Supply Agreement”). Pursuant to the Supply Agreement, BreconRidge has agreed to provide the Corporation with production and pre-production products and related services that may included prototype development and manufacturing, and pre-production and production product manufacturing for materials by way of purchase orders and forecasts from the Corporation. In fiscal 2009, the Corporation purchased manufacturing and other services in the approximate amount of $14.1 million from BreconRidge. The Corporation negotiated the terms of the Supply Agreement on an arm’s-length basis and Management believes that the terms reflect market terms and payment provisions. The Corporation has no minimum purchase commitments pursuant to the Supply Agreement. Upon request from the Corporation, Breconridge provides the Corporation with price quotations for pre-production and production products and services. If such quotation is acceptable to the Corporation, the Corporation then issues purchase orders to Breconridge based on the pricing set forth in the quotation. The Supply Agreement provides that, so long as DragonWave has established approved credit terms with Breconridge, purchase orders submitted by DragonWave are paid within 30 days from the date of invoice. The term of the Supply Agreement is continuous until termination. Either the Corporation or BreconRidge may terminate the Supply Agreement on 30 days notice. Terry Matthews, a director of the Corporation, is an investor in BreconRidge.

APPOINTMENT OF AUDITOR

It is intended to vote the Common Shares represented by the proxies solicited in respect of the Meeting, on any ballot that may be called for, unless authority to do so is withheld, in favour of the appointment of the firm of Ernst & Young LLP, as the auditor of the Corporation. Ernst & Young LLP has been the auditor of the Corporation since 2000. In order to be effective, the resolution appointing the auditor must be approved by a majority of the votes cast at the Meeting.

SHAREHOLDER RIGHTS PLAN AGREEMENT

Introduction

On January 29, 2009, the Board approved a Shareholder Rights Plan Agreement (the “Rights Plan”). The objective of the Rights Plan is to enable the Board to better control the timing and process of unsolicited take-over bids. The Rights Plan was not adopted in response to or in anticipation of any pending or threatened take-over bid. It is not intended to and will not prevent a take-over of the Corporation.

Specifically, the Rights Plan is designed to encourage an offeror either to make a Permitted Bid (as defined therein), without approval of the Board, or to negotiate the terms of the offer with the Board. Failure to pursue either course of action creates the potential for substantial dilution of the offeror’s position.

The underlying purpose of the Rights Plan is to address the following concerns, which are widely believed to be inherent in the provisions of current legislation governing take-over bids in Canada.

Time

Currently, the minimum period for a take-over bid is 35 days. The Board is of the view that 35 days constitutes an insufficient amount of time to permit the directors and shareholders to assess an offer, or to allow the directors to negotiate with the offeror, solicit competing offers and otherwise try to maximize shareholder value. The Rights Plan provides that a Permitted Bid must be open for at least 60 days and must remain open for a further period of not less than 10 business days after the offeror publicly announces that more than 50% of the outstanding Common Shares held by Independent Shareholders (as defined therein) have been deposited or tendered and not withdrawn. The term “Independent Shareholders” generally includes all holders of Common Shares other than the offeror and its associates or affiliates and persons acting “jointly or in concert” with such persons within the meaning of the Rights Plan.

Pressure to Tender

A shareholder may feel compelled to tender to a take-over bid which the shareholder considers to be inadequate because, in failing to tender, the shareholder may be left with illiquid or minority discounted shares. This is particularly so in the case of a partial bid where the offeror wishes to obtain a control position but does not wish to acquire all of the Common Shares. The Rights Plan contains a shareholder approval mechanism in the Permitted Bid definition, which is that no Common Shares may be taken up and paid for under the bid unless more than 50% of the outstanding Common Shares held by Independent Shareholders have been deposited or tendered and not withdrawn. By requiring a Permitted Bid to remain open for acceptance for a further period of not less than 10 business days following a public announcement that more than 50% of the outstanding Common Shares have been deposited, a shareholder’s decision to accept a bid is separated from the decision to tender, lessening concern about undue pressure to tender to the

Unequal Treatment of Shareholders

bid. Under current securities legislation, an offeror may obtain control or effective control of the Corporation without paying full value, without obtaining shareholder approval and without treating all shareholders equally. For example, an acquirer could acquire blocks of shares by private agreement from one or a small group of shareholders at a premium to market price, which premium is not shared by the other shareholders. In addition, a person could slowly accumulate shares through stock exchange acquisitions which may result, over time, in an acquisition of control or effective control without paying a control premium or fair sharing of any control premium among shareholders. Under the Rights Plan, if a take-over bid is to qualify as a Permitted Bid, all offers to acquire 25% or more of the Corporation’s Common Shares must be made to all holders of Common Shares.

Effect of the Rights Plan

It is not the intention of the Board to entrench itself or avoid a bid for control that is fair and in the best interest of shareholders. For example, shareholders may tender to a bid which meets the Permitted Bid criteria without triggering the Rights Plan, regardless of the acceptability of the bid to the Board.

Generally, the board of directors of a company confronted with an unsolicited take-over bid will not be allowed to maintain a shareholder rights plan indefinitely to keep a bid from shareholders. In the event of an unsolicited take-over bid, the Board believes that the effect of the Rights Plan will be to enhance shareholder value, ensure equal treatment of shareholders in the context of an acquisition of control, and lessen the pressure upon a shareholder to tender to a bid.

The Rights Plan does not reduce the duty of the Board to act honestly, in good faith and in the best interests of the Corporation and its shareholders, or to consider on that basis any take-over bid that is made, nor does the Rights Plan alter the proxy mechanism to change the Board, create dilution on the initial issue of the rights, or change the way in which the Corporation’s Common Shares trade.

A summary of the principal terms and conditions of the Rights Plan is set forth in Exhibit “A-1” attached hereto. The complete text of the Rights Plan is available on www.sedar.com or upon request. Shareholders wishing to receive a copy of the Rights Plan should submit their request to Investor Relations at the Corporation’s head office located at 411 Legget Drive, Suite 600, Ottawa, Ontario K2K 3C9.

If the resolution attached hereto as Exhibit “A” is approved at the Meeting, the Rights Plan will continue in effect. Notwithstanding the foregoing, in order for the Rights Plan to remain in effect, it must be ratified at the Corporation’s 2012 annual meeting of shareholders (and every third anniversary shareholder meeting thereafter) by: (i) holders of a majority of the votes cast by Independent Shareholders present in person or represented by proxy at each such meeting, and

(ii) holders of a majority of the votes cast by all shareholders present in person or represented by proxy at each such meeting. If the Rights Plan does not receive any such approval at the applicable time, the Rights Plan will automatically terminate unless any rights under the Rights Plan have then been triggered.

If the resolution is not approved, the Rights Plan will automatically terminate as of the date of the Meeting.

Form of Resolution and Vote Required

A copy of the full text of the resolution to sanction, ratify and confirm the enactment of the Rights Plan is annexed to this Circular as Exhibit “A”. In order to be effective, the resolution must be approved by:

· not less than a majority of the votes cast by Independent Shareholders (as such term is defined in the Rights Plan) present or represented by proxy at the Meeting; and

· not less than a majority of the votes cast by shareholders present or represented by proxy at the Meeting; and

At the date of this Circular, management believes that all shareholders are Independent Shareholders.

Directors’ Recommendation

The Board believes that the Rights Plan will result in fair treatment to shareholders, is consistent with current best Canadian corporate practices and addresses institutional investor guidelines. The Board therefore recommends that all shareholders vote FOR the resolution ratifying the Rights Plan attached hereto as Exhibit “A”.

AMENDMENT NO. 2009-1 TO STOCK OPTION PLAN
APPROVING EXCHANGE OF OPTIONS

The Corporation is seeking shareholder approval of an amendment to its existing Stock Option Plan to allow for a one-time stock option exchange program for the benefit of the Corporation’s officers. The proposed amendment is in the form attached to this Circular as Schedule B-1 (“Amendment 2009-1”). If Amendment No. 2009-1 is approved, the exchange program would allow officers (including officers who are also directors) to exchange existing stock options for new grants of options with a lower exercise price. New options received on the proposed exchange would be exercisable for the same number of Common Shares and otherwise have the same terms and conditions as the exchanged options, except that the vesting schedule and expiry date of the new options would be extended for a period of one year. Because Amendment No. 2009-1 affects options granted to insiders of the Corporation, shareholder approval of the amendment is required under the terms of the Corporation’s Stock Option Plan and the rules and policies of the Toronto Stock Exchange.

Overview and Reasons for the Exchange

The Corporation has made significant efforts over the past year to strengthen its business, diversify its market presence and develop the Corporation’s various product platforms. Management believes that these measures will result in improved financial and operating performance in the future. Notwithstanding these efforts, the Corporation’s stock price has experienced a significant decline over the past year for reasons that the Board believes to be outside the Corporation’s control, specifically, global economic conditions and dramatic declines in financial markets. As a result, the Corporation’s officers hold a significant number of options with exercise prices that exceed the current market price of the Common Shares. The following table illustrates the exercise prices of the Corporation’s options granted under the Stock Option Plan as at May 14, 2009:

Exercise Price (Range)	Weighted Average Exercise Price		Common Shares issuable on exercise of Options held by Insiders (Directors or Officers) (1)	Common Shares issuable on exercise of Options held by other Employees and Consultants	Total
$0.10-$1.00	$	0.10	53,600	Nil	53,600
$1.01-$2.00	$	1.37	260,000	192,000	452,000
$2.01-$3.00	$	2.46	625,000	212,800	837,800
$3.01-$4.00	$	3.59	42,837	61,100	103,937
$4.01-$5.00	$	4.65	10,000	28,500	38,500
$5.01-$6.00	$	5.43	50,386	204,982	255,368
$6.01-$7.00	$	6.57	290,000	97,050	387,050
Total	$	3.37	1,331,823	796,432	2,128,255

(1) Includes options to purchase 10,000 Common Shares awarded in 2007 to Jean-Paul Cossart, one of management’s nominees to act as a director of the Corporation, in Mr. Cossart’s capacity as a consultant of the Corporation.

The Corporation’s stock price has traded as low as $0.96 over the last 52 weeks. The Board believes that underwater options no longer serve as an effective incentive to motivate and retain the Corporation’s employees.

DragonWave’s management, like the Corporation’s workforce at large, brings a high degree of specialized skill and experience to the Corporation’s business. The Corporation relies on these individuals to implement strategic initiatives, expand and develop the Corporation’s business, and anticipate and exceed customer expectations. Notwithstanding current economic conditions, competition for individuals with the skills and abilities necessary to execute on the Corporation’s business and strategic plan continues to be intense. The Board believes that the proposed option

exchange program will increase shareholder value by helping the Corporation to retain and motivate experienced and productive members of management.

The proposed option exchange program will also allow the Corporation to recapture value from compensation costs that the Corporation is already incurring. Under applicable accounting rules, in its 2009 fiscal year the Corporation had to recognize a total of approximately $624,000 in compensation expense related to the Stock Option Plan, even though at the Corporation’s 2009 fiscal year end approximately 78% of outstanding options had exercise prices that exceeded the trading price of the Common Shares, and accordingly such options provided little incentive value. While compensation expense will increase as a result of the proposed option exchange, replacing underwater options with options issued at current trading prices means that compensation expense will reflect a meaningful incentive.

The Board believes that the proposed option exchange program is a superior alternative to increasing cash compensation. In light of difficult economic conditions and the need to carefully manage the Corporation’s cash resources, the Corporation’s executive officers did not receive any cash bonus in the 2009 fiscal year. The proposed option exchange program is intended to ensure that executive officers continue to have a meaningful overall incentive program while at the same time conserving the Corporation’s cash. The Board also believes that the proposed option exchange program is preferable to simply issuing new options while leaving underwater options outstanding, which would leave an unacceptably small pool of options available for future grant under the Stock Option Plan.

For the reasons described above, an option exchange program for the Corporation’s non-executive employees is in the course of being implemented. Under this program, non-executive employees and consultants will have the ability to exchange outstanding options for new options to purchase an equal number of Common Shares at an exercise price of $3.38, being the five-day volume weighted average price of the Common Shares as at the close of trading on May 14, 2009. Under the terms of the Stock Option Plan and the rules and policies of the TSX, Amendment No. 2009-1 is necessary in order to enable the Corporation to extend this option exchange program to the Corporation’s officers.

Summary of Material Terms

The principal terms of the option exchange program contemplated by Amendment No. 2009-1 (the “Management Option Exchange Program”) are as follows:

· The Management Option Exchange Program will be open to all officers of the Corporation, including officers who are also directors. Officers will be permitted to exchange any outstanding options granted under the Stock Option Plan (the “Exchanged Options”) for new options (the “New Options”). The Corporation’s non-executive directors will not participate in the Management Option Exchange Program.

· The exchange will occur on a 1:1 basis, such that the New Options will be exercisable for the same number of Common Shares as the Exchanged Options. Any Exchanged Options that are replaced by New Options will be cancelled.

· The exercise price of the New Options (the “Exchange Price”) will be equal to the greater of the fair market value (based on the five-day volume weighted average trading price) of the Common Shares as at the close of trading on:

· May 14, 2009 (being $3.38 per share), and

· the date of the Meeting, or if on such date there is any material information (within the meaning of the rules and policies of the TSX) that has not been publicly disclosed, the date that is five trading days after disclosure of such material information.

Since participation in the Management Option Exchange Program is voluntary, the Corporation expects that only options with exercise prices greater than the Exchange Price will be exchanged for New Options. Any options that are eligible for the Management Option Exchange Program that are not voluntarily exchanged by the holder shall continue in effect.

· Existing outstanding options generally vest over a four year period measured from the date of grant, which is the Corporation’s standard vesting schedule. However, the New Options will vest over a period of five years measured from the original date of grant of the Exchanged Options that are forfeited on the exchange. The Board felt that it was appropriate for officers who receive the benefit of the exchange to agree to an extended vesting schedule to signify their long-term commitment to the Corporation’s objectives.

· Existing outstanding options generally expire after five years of the date of grant, which is the Corporation’s standard option expiry schedule. On account of the extended vesting schedule described above, the New Options will expire six years after the original date of grant of the Exchanged Options that are forfeited on the exchange.

· Provided that shareholder approval for Amendment No. 2009-1 is received at the Meeting, the option exchange for directors and officers under the Management Option Exchange Program will be effective after the date of determination of the Exchange Price.

The full text of proposed Amendment 2009-1 is set forth in Schedule B-1 to this Circular. If Amendment 2009-1 is approved, the following options held by insiders will be eligible for exchange under the Management Option Exchange Program:

Name of Option Holder	Date of Grant	Expiry Date	Number of Shares Subject to Option	Exercise Price (per share)

Peter Allen	January 13, 2009	January 13, 2014	70,000	$	1.34
President and Chief Executive Officer	October 5, 2007	October 5, 2012	80,000	$	6.57
	June 22, 2006	June 22, 2010	235,000	$	2.46

Russell Frederick	January 13, 2009	January 13, 2014	45,000	$	1.34
Chief Financial Officer,	October 5, 2007	October 5, 2012	45,000	$	6.57
Vice President and Secretary	June 22, 2006	June 22, 2010	70,000	$	2.46

Erik Boch	January 13, 2009	January 13, 2014	45,000	$	1.34
Vice President, R&D and	October 5, 2007	October 5, 2012	50,000	$	6.57
Chief Technology Officer	June 22, 2006	June 22, 2010	100,000	$	2.46

David Farrar	January 13, 2009	January 13, 2014	40,000	$	1.34
Vice President, Operations	October 5, 2007	October 5, 2012	45,000	$	6.57
	June 22, 2006	June 22, 2010	80,000	$	2.46

Brian McCormack	January 13, 2009	January 13, 2014	15,000	$	1.34
Vice President, Sales	October 5, 2007	October 5, 2012	20,000	$	6.57
	June 22, 2006	June 22, 2010	60,000	$	2.46

Alan Solheim	January 13, 2009	January 13, 2014	45,000	$	1.34
Vice President, Product Line Management	October 5, 2007	October 5, 2012	50,000	$	6.57
	June 22, 2006	June 22, 2010	80,000	$	2.46

Again, because the Management Option Exchange Program is voluntary, the Corporation expects that only options with an exercise price greater than the Exchange Price will be exchanged under the program.

Form of Resolution and Vote Required

A copy of the full text of the resolution to approve Amendment No. 2009-1 to the Corporation’s Stock Option Plan is annexed to this Circular as Exhibit “B”. In order to be effective, the resolution must be approved by not less than a majority of the votes cast by shareholders present or represented by proxy at the Meeting, excluding the votes of securities held directly or indirectly by insiders who may benefit from the Management Option Exchange Program.

Directors’ Recommendation

The Board believes that Amendment No. 2009-1 to the Corporation’s Stock Option Plan and the Management Option Exchange Program will result in a more effective incentive to retain and motivate the Corporation’s officers and as such is consistent with the enhancement of shareholder value. The Board therefore recommends that all shareholders vote FOR the

resolution approving Amendment No. 2009-1 to the Corporation’s Stock Option Plan annexed hereto as Exhibit “B”.

AMENDMENT NO. 2009-2 TO STOCK OPTION PLAN

APPROVING EXTENSION OF OPTION EXPIRY DATES

The Corporation is seeking shareholder approval for an amendment to its existing Stock Option Plan to allow for the extension of expiry dates for certain options held by insiders of the Corporation (“Amendment No. 2009-2”). If Amendment No. 2009-2 is approved, the expiry dates of options to purchase an aggregate of 625,000 Common Shares held by officers of the Corporation will be extended by one year. The affected options are detailed in the table below:

Name of Officer	Date of Grant	Number of Shares Subject to Option	Exercise Price (per share)		Expiry Date (1)
Peter Allen	June 22, 2006	235,000	$	2.46	June 22, 2010
Russell Frederick	June 22, 2006	70,000	$	2.46	June 22, 2010
Erik Boch	June 22, 2006	100,000	$	2.46	June 22, 2010
David Farrar	June 22, 2006	80,000	$	2.46	June 22, 2010
Brian McCormack	June 22, 2006	60,000	$	2.46	June 22, 2010
Alan Solheim	June 22, 2006	80,000	$	2.46	June 22, 2010

(1) The original expiry date is listed in this column. If Amendment No. 2009-2 is approved, the Corporation will be authorized to extend the expiry dates in this column by a period of up to one (1) year.

Background of and Reasons for the Proposed Amendment

The options listed above expire four years after the date of grant, which is not consistent with the Corporation’s standard five-year expiry schedule. In order to standardize option compensation across the Corporation’s workforce, on May 7, 2009 the Board approved a one-year extension of the expiry date for options to purchase an aggregate of 205,600 Common Shares held by non-executive employees that were originally granted with four year expiry dates. Under the terms of the Stock Option Plan and the rules and policies of the TSX, a similar one-year extension that benefits any insider of the Corporation requires shareholder approval. The Board believes that it is appropriate to extend the expiry date of options held by executive officers that now expire after four years, in order to bring these options into alignment with the Corporation’s usual approach for option expiry.

Form of Resolution and Vote Required

A copy of the full text of the resolution to approve Amendment No. 2009-2 to the Corporation’s Stock Option Plan is annexed to this Circular as Exhibit “C”. In order to be effective, the resolution must be approved by not less than a majority of the votes cast by shareholders present or represented by proxy at the Meeting, excluding the votes of securities held directly or

indirectly by insiders benefiting from the extension of the expiry date under Amendment No. 2009-2.

Directors’ Recommendation

The Board believes that Amendment No. 2009-2 to the Corporation’s Stock Option Plan is important to reflect fair and consistent treatment of the various participants in the Corporation’s Stock Option Plan. The Board therefore recommends that all shareholders vote FOR the resolution approving Amendment No. 2009-1 to the Corporation’s Stock Option Plan annexed hereto as Exhibit “B”.

SHAREHOLDER PROPOSALS

Shareholder proposals must be submitted no later than February 18, 2010 to be considered for inclusion in next year’s Management Proxy Circular for the purposes of the Corporation’s next annual meeting of shareholders.

ADDITIONAL INFORMATION

Financial information regarding the Corporation may be found in the Corporation’s comparative financial statements and management’s discussion and analysis for the year ended February 28, 2009. Additional information regarding the Corporation may be found in the Corporation’s Annual Information Form for the year ended February 28, 2009. Copies of the AIF, this Circular (together with collateral material for the Meeting) and the Corporation’s financial statements and management’s discussion and analysis for the year ended February 28, 2009, may be found on SEDAR at www.sedar.com and otherwise may be obtained free of charge upon request from Investor Relations at the Corporation’s head office located at 411 Legget Drive, Suite 600, Ottawa, Ontario K2K 3C9.

Additional information relating to the Corporation may also be found on SEDAR at www.sedar.com and at the Corporation’s website at www.dragonwaveinc.com.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Circular and the sending thereof to each holder of Shares entitled to receive notice of and vote at the Meeting, to each director of the Corporation, to the auditor of the Corporation and to the appropriate governmental agencies have been approved by the directors of the Corporation.

DATED at Ottawa, Ontario, this 14th day of May, 2009.

[signed]

Russell Frederick

Chief Financial Officer and Secretary

SCHEDULE “A”

MANDATE FOR THE DIRECTORS OF
DRAGONWAVE INC.

1. Purpose

The primary function of the directors (individually a “Director” and collectively the “Board”) of DragonWave Inc. (the “Corporation”) is to supervise the management of the business and affairs of the Corporation. Management is responsible for the day-to-day conduct of the business of the Corporation. The fundamental objectives of the Board are to enhance and preserve long-term shareholder value and to ensure that the Corporation conducts business in an ethical and safe manner. In performing its functions, the Board should consider the legitimate interests that stakeholders, such as employees, customers and communities, may have in the Corporation. In carrying out its stewardship responsibility, the Board, through the Chief Executive Officer (the “CEO”), should set the standards of conduct for the Corporation.

2. Procedure and Organization

The Board operates by delegating certain responsibilities and duties set out below to management or committees of the Board and by reserving certain responsibilities and duties for the Board. The Board retains the responsibility for managing its affairs, including selecting its chairman and constituting committees of the Board. The chairman of the Board shall be independent within the meaning of required by applicable laws, rules and regulations, and stock exchange requirements (“Applicable Laws”). In this Mandate, the term “independent” includes the meanings given to similar terms by Applicable Laws, including the terms “non-executive”, “outside” and “unrelated” to the extent such terms are applicable under Applicable Laws. The Board shall assess, on an annual basis, the adequacy of this Mandate.

3. Responsibilities and Duties

The principal responsibilities and duties of the Board fall into a number of categories which are summarized below.

(a) Legal Requirements

(i) The Board has the overall responsibility to ensure that applicable legal requirements are complied with and documents and records have been properly prepared, approved and maintained.

(ii) The Board has the statutory responsibility to, among other things:

A. manage, or supervise the management of, the business and affairs of the Corporation;

B. act honestly and in good faith with a view to the best interests of the Corporation;

C. declare conflicts of interest, real or perceived;

D. exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances; and

E. act in accordance with the obligations contained in the Canada Business Corporations Act (the “CBCA”), the regulations thereunder, the articles and by-laws of the Corporation, applicable securities laws and policies, applicable stock exchange rules, and other applicable legislation and regulations.

(iii) The Board has the statutory responsibility for considering the following matters as a Board which in law may not be delegated to management or to a committee of the Board:

A. any submission to the shareholders of any question or matter requiring the approval of the shareholders;

B. the filling of a vacancy among the directors or in the office of auditor and the appointment or removal of any of the chief executive officer, the chairman of the Board or the president of the Corporation;

C. the issue of securities except as authorized by the Board;

D. the declaration of dividends;

E. the purchase, redemption or any other form of acquisition of shares issued by the Corporation;

F. the payment of a commission to any person in consideration of the person purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares except as authorized by the Board;

G. the approval of a management proxy circular;

H. the approval of a take-over bid circular, directors’ circular or issuer bid circular;

I. the approval of an amalgamation of the Corporation;

J. the approval of an amendment to the articles of the Corporation;

K. the approval of annual financial statements of the Corporation; and

L. the adoption, amendment or repeal of any by-law of the Corporation.

In addition to those matters which at law cannot be delegated, the Board must consider and approve all major decisions affecting the Corporation, including all material acquisitions and

dispositions, material capital expenditures, material debt financings, issue of shares and granting of options.

(b) Strategy Development

The Board has the responsibility to ensure that there are long-term goals and a strategic planning process in place for the Corporation and to participate with management directly or through committees in developing and approving the strategy by which the Corporation proposes to achieve these goals (taking into account, among other things, the opportunities and risks of the business of the Corporation).

(c) Risk Management

The Board has the responsibility to safeguard the assets and business of the Corporation, identify and understand the principal risks of the business of the Corporation and to ensure that there are appropriate systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Corporation.

(d) Appointment, Training and Monitoring Senior Management

The Board has the responsibility to:

(i) appoint the CEO, and together with the CEO, to develop a position description for the CEO;

(ii) with the advice of the compensation committee of the Board (the “Compensation Committee”), develop corporate goals and objectives that the CEO is responsible for meeting and to monitor and assess the performance of the CEO in light of those corporate goals and objectives and to determine the compensation of the CEO;

(iii) provide advice and counsel to the CEO in the execution of the duties of the CEO;

(iv) develop, to the extent considered appropriate, position descriptions for the chairman of the Board and the chairman of each committee of the Board;

(v) approve the appointment of all corporate officers;

(vi) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee and the CEO, the remuneration of all corporate officers;

(vii) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee, incentive-compensation plans and equity-based plans of the Corporation; and

(viii) ensure that adequate provision has been made to train and develop management and members of the Board and for the orderly succession of management, including the CEO.

(e) Ensuring Integrity of Management

The Board has the responsibility, to the extent considered appropriate, to satisfy itself as to the integrity of the CEO and other officers of the Corporation and to ensure that the CEO and such other officers are creating a culture of integrity throughout the Corporation.

(f) Policies, Procedures and Compliance

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(a) ensuring that the Corporation operates at all times within applicable laws and regulations and to appropriate ethical and moral standards;

(b) approving and monitoring compliance with significant policies and procedures by which the business of the Corporation is conducted;

(c) ensuring that the Corporation sets appropriate environmental standards for its operations and operates in material compliance with environmental laws and legislation;

(d) ensuring that the Corporation has a high regard for the health and safety of its employees in the workplace and has in place appropriate programs and policies relating thereto;

(e) developing the approach of the Corporation to corporate governance, including to the extent appropriate developing a set of governance principles and guidelines that are specifically applicable to the Corporation; and

(f) examining the corporate governance practices within the Corporation and altering such practices when circumstances warrant.

(g) Reporting and Communication

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(i) ensuring that the Corporation has in place policies and programs to enable the Corporation to communicate effectively with management, shareholders, other stakeholders and the public generally;

(ii) ensuring that the financial results of the Corporation are adequately reported to shareholders, other security holders and regulators on a timely and regular basis;

(iii) ensuring that the financial results are reported fairly and in accordance with applicable generally accepted accounting standards;

(iv) ensuring the timely and accurate reporting of any developments that could have a significant and material impact on the value of the Corporation; and

(v) reporting annually to the shareholders of the Corporation on the affairs of the Corporation for the preceding year.

(h) Monitoring and Acting

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(i) monitoring the Corporation’s progress in achieving its goals and objectives and revise and, through management, altering the direction of the Corporation in response to changing circumstances;

(ii) considering taking action when performance falls short of the goals and objectives of the Corporation or when other special circumstances warrant;

(iii) reviewing and approving material transactions involving the Corporation;

(iv) ensuring that the Corporation has implemented adequate internal control and management information systems;

(v) assessing the individual performance of each Director and the collective performance of the Board; and

(vi) overseeing the size and composition of the Board as a whole to facilitate more effective decision-making by the Corporation.

4. Board’s Expectations of Management

The Board expects each member of management to perform such duties, as may be reasonably assigned by the Board from time to time, faithfully, diligently, to the best of his or her ability and in the best interests of the Corporation. Each member of management is expected to devote substantially all of his or her business time and efforts to the performance of such duties. Management is expected to act in compliance with and to ensure that the Corporation is in compliance with all laws, rules and regulations applicable to the Corporation.

5. Responsibilities and Expectations of Directors

The responsibilities and expectations of each Director are as follows:

(a) Commitment and Attendance

All Directors should make every effort to attend all meetings of the Board and meetings of committees of which they are members. Members may attend by telephone.

(b) Participation in Meetings

Each Director should be sufficiently familiar with the business of the Corporation, including its financial position and capital structure and the risks and competition it faces, to actively and effectively participate in the deliberations of the Board and of each committee on which he or she is a member. Upon request, management should make appropriate personnel available to answer any questions a Director may have about any aspect of the business of the Corporation. Directors should also review the materials provided by management and the Corporation’s advisors in advance of meetings of the Board and committees and should arrive prepared to discuss the matters presented.

(c) Code of Business Conduct and Ethics

The Corporation has adopted a Code of Business Conduct and Ethics to deal with the business conduct of Directors and officers of the Corporation. Directors should be familiar with the provisions of the Code of Business Conduct and Ethics.

(d) Other Directorships

The Corporation values the experience Directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a Director’s time and availability, and may also present conflicts issues. Directors should consider advising the chairman of the Nominating and Governance Committee before accepting any new membership on other boards of directors or any other affiliation with other businesses or governmental bodies which involve a significant commitment by the Director.

(e) Contact with Management

All Directors may contact the CEO at any time to discuss any aspect of the business of the Corporation. Directors also have complete access to other members of management. The Board expects that there will be frequent opportunities for Directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings.

(f) Confidentiality

The proceedings and deliberations of the Board and its committees are, and shall remain, confidential. Each Director should maintain the confidentiality of information received in connection with his or her services as a director of the Corporation.

(g) Evaluating Board Performance

The Board, in conjunction with the Nominating and Governance Committee, and each of the committees of the Board should conduct a self-evaluation at least annually to assess their effectiveness. In addition, the Nominating and Governance Committee should periodically consider the mix of skills and experience that Directors bring to the Board and assess, on an ongoing basis, whether the Board has the necessary composition to perform its oversight function effectively.

6. Qualifications and Directors’ Orientation

Directors should have the highest personal and professional ethics and values and be committed to advancing the interests of the Corporation. They should possess skills and competencies in areas that are relevant to the business of the Corporation. The CEO is responsible for the provision of an orientation and education program for new Directors.

7. Meetings

The Board should meet on at least a quarterly basis and should hold additional meetings as required or appropriate to consider other matters. In addition, the Board should meet as it considers appropriate to consider strategic planning for the Corporation. Financial and other appropriate information should be made available to the Directors in advance of Board meetings. Attendance at each meeting of the Board should be recorded.

Management may be asked to participate in any meeting of the Board. The Board should meet separately from management as considered appropriate to ensure that the Board functions independently of management. The Directors independent of management should meet with no members of management of the Corporation present as considered appropriate.

8. Committees

The Board has established an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and a Disclosure Committee to assist the Board in discharging its responsibilities. Special committees of the Board may be established from time to time to assist the Board in connection with specific matters. The chairman of each committee should report to the Board following meetings of the committee. The charter of each standing committee should be reviewed annually by the Board.

9. Evaluation

Each Director will be subject to an annual evaluation of his or her individual performance. The collective performance of the Board and of each committee of the Board will also be subject to annual review. Directors should be encouraged to exercise their duties and responsibilities in a manner that is consistent with this mandate and with the best interests of the Corporation and its shareholders generally.

10. Resources

The Board has the authority to retain independent legal, accounting and other consultants. The Board may request any officer or employee of the Corporation or outside counsel or the external/internal auditors to attend a meeting of the Board or to meet with any member of, or consultant to, the Board.

Directors are permitted to engage an outside legal or other adviser at the expense of the Corporation where for example he or she is placed in a conflict position through activities of the Corporation, but any such engagement shall be subject to the prior approval of the Nominating and Governance Committee.

Approved by the Directors on February 23, 2007.

Exhibit “A”

RESOLUTION OF THE SHAREHOLDERS

SHAREHOLDER RIGHTS PLAN AGREEMENT

BE IT RESOLVED THAT:

1. the Shareholder Rights Plan Agreement effective as of January 29, 2009 between the Corporation and Computershare Investor Services Inc., as rights agent (the “Rights Plan”), is hereby sanctioned, ratified and confirmed; and

2. any one director or any one officer of the Corporation is hereby authorized and directed to execute, whether under the corporate seal of the Corporation or otherwise, and to deliver all such other confirmations, instruments, agreements, certificates and other documents and to do all such other acts and things as in his or her opinion may be necessary or desirable in connection with the foregoing.

Exhibit “A-1”

SUMMARY OF SHAREHOLDER RIGHTS PLAN AGREEMENT

The following is a summary of the terms and conditions of the Rights Plan. This summary is qualified in its entirety by, and is subject to, the full text of the Rights Plan, a copy of which is available at www.sedar.com or on request to the Corporation as described in the accompanying Management Proxy Circular. All capitalized terms where used in this summary without definition have the meanings attributed to them in the Rights Plan.

Issuance of Rights

One Right will be issued in respect of each Common Share outstanding as of the Record Time (i.e., January 29, 2009). One Right will also be issued in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time. The exercise price of the Rights is three times the Market Price, subject to appropriate anti-dilution adjustments.

Expiration Time

If the resolution attached as Exhibit “A” to the accompanying Management Proxy Circular is approved by the requisite shareholder approval at the Corporation’s Annual and Special Meeting of Shareholders to be held on June 9, 2009, the Rights Plan will continue in effect. Notwithstanding the foregoing, unless earlier terminated in accordance with the Rights Plan, it must be ratified at the Corporation’s 2012 annual meeting of shareholders (and every third anniversary shareholder meeting thereafter) by: (i) holders of a majority of the votes cast by Independent Shareholders present in person or represented by proxy at each such meeting, and (ii) holders of a majority of the votes cast by all shareholders present in person or represented by proxy at each such meeting. If the Rights Plan does not receive any such approval at the applicable time, the Rights Plan will automatically terminate unless any rights under the Rights Plan have then been triggered.

Separation Time - Rights Exercise Privilege

The Rights will separate from the Common Shares, and will become exercisable, at the Separation Time, i.e., that time which is: (a) the tenth trading day after the earlier of: (i) the Stock Acquisition Date, being the date of the first public announcement by the Corporation or an Acquiring Person (being, subject to certain exceptions, any Person who is the Beneficial Owner of twenty-five percent (25%) or more of the outstanding Voting Shares) of facts indicating that a Person has become an Acquiring Person; and (ii) the date of commencement of, or first public announcement of, the intent of any Person to commence a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid); or (b) such later date as may be determined by the Board of Directors acting in good faith.

A “Permitted Bid” is defined as a Take-over Bid, made by an Offeror by way of take-over bid circular, which also complies with the following additional provisions:

(i) the Take-over Bid is made to all holders of Voting Shares on the books of the Corporation, other than the Offeror;

(ii) no Voting Shares are taken up or paid for pursuant to the Take-over Bid unless more than 50% of the Voting Shares held by Independent Shareholders shall have been deposited or tendered pursuant to the Take-over Bid and not withdrawn;

(iii) no Voting Shares are taken up or paid for pursuant to the Take-over Bid prior to the close of business on a date that is no earlier than 60 days (or such shorter period of time as may be permitted by the Board of Directors from time to time) following the date of the Take-over Bid;

(iv) Voting Shares may be deposited pursuant to such Take-over Bid at any time during the period of time between the date of the Take-over Bid and the date on which Voting Shares may be taken up and paid for and any Voting Shares deposited pursuant to the Take-over Bid may be withdrawn until taken up and paid for; and

(v) if on the date on which Voting Shares may be taken up and paid for under the Take-over Bid, more than 50% of the Voting Shares held by Independent Shareholders have been deposited or tendered pursuant to the Take-over Bid and not withdrawn, the Offeror makes a public announcement of that fact and the Take-over Bid is extended to remain open for deposits and tenders of Voting Shares for not less than ten Business Days from the date of such public announcement.

The Rights will not be exercisable prior to the Separation Time.

Exercise of Rights

The acquisition by an Acquiring Person, including others acting jointly in or concert, of 25% or more of the outstanding Shares, other than by way of a Permitted Bid and other certain limited circumstances described in the Rights Plan, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person on or after the earlier of the Separation Date and the Stock Acquisition Date will become null and void upon the occurrence of a Flip-in Event.

Effective as of the close of business on the tenth trading day after the Stock Acquisition Date, each Right (other than those held by an Acquiring Person) will effectively permit the holder to purchase $2 worth of Common Shares for $1 subject to appropriate anti-dilution adjustments (i.e., at a 50% discount).

The issue of the Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the attached Common Shares, reported earnings per Common Share on a fully diluted or non-diluted basis may be affected. Holders of Rights who do not exercise the Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.

Certificates and Transferability

Prior to the Separation Time, the Rights will be evidenced by a legend imprinted on certificates for Common Shares. Prior to the Separation Time, Rights will not be transferable separately from the

attached Common Shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates which will be transferable and traded separately from the Common Shares.

Permitted Bid Requirements

The requirements of a Permitted Bid include the following:

1. the take-over bid must be made by means of a take-over bid circular;

2. the take-over bid must be made to all holders of Common Shares, other than the bidder;

3. the take-over bid must not permit Shares tendered pursuant to the take-over bid to be taken up prior to the expiry of a period of not less than 60 days following the date of the bid and then only if at such time more than 50% of the Common Shares held by Independent Shareholders have been tendered pursuant to the take-over bid and not withdrawn; and

4. if more than 50% of the Common Shares held by Independent Shareholders are tendered to the take-over bid within the 60 day period, the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Common Shares for not less than an additional 10 business days from the date of such public announcement.

The Rights Plan allows a Competing Permitted Bid to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except for the minimum deposit period. A Competing Permitted Bid must also be subject to a condition that no Shares will be taken up and paid for prior to 60 days after the date the earliest Permitted Bid then in existence is made, and not prior to 35 days after the Competing Permitted Bid is made.

Redemption

The Board of Directors may, with the prior consent of the holders of Common Shares or Rights, as the case may be, given in accordance with the terms of the Rights Plan, at any time prior to the occurrence of a Flip-in Event, determine to redeem all, but not less than all, of the outstanding Rights at a redemption price of $0.001 per Right.

Waiver

The Board of Directors may, at any time prior to the occurrence of a Flip-in Event, determine to waive the application of the Flip-in Event provisions to a take-over bid made by means of a take-over bid circular that would otherwise be subject to these provisions. If the Board of Directors waives the application of the Flip-in Event provisions to a take-over bid, the Board of Directors is deemed to have waived the application of the Flip-in Event provisions to any other Flip-in Event occurring by reason of any competing take-over bid made by means of a take-over bid circular prior to the expiry of the take-over bid for which the waiver was granted. The Board of Directors may also waive the application of the Flip-in Event provisions to a Flip-in Event where the Acquiring Person became such by inadvertence if at the time of waiver it is no longer an Acquiring Person. The Board of Directors may waive the application of the Flip-in Event provisions to any other Flip-in Event upon the prior

consent of the holders of the Voting Shares or Rights, as the case may be, given in accordance with the terms of the Rights Plan.

Supplement and Amendments

The Corporation is authorized to make amendments to the Rights Plan to correct any clerical or typographical error or to maintain the validity of the Rights Plan as a result of changes in law or regulation. The Corporation may, with the prior consent of the holders of Voting Shares expressed by majority vote, at any time before the Separation Time or, if after the Separation Time, with the prior consent of holders of Rights expressed by majority vote, amend, vary, rescind or delete any provision of the Rights Plan and the Rights (whether or not such action would materially adversely affect the interests of holders of Rights generally). No amendment shall be made to the Rights Plan without the prior approval of the Toronto Stock Exchange.

Exhibit “B”

RESOLUTION OF THE SHAREHOLDERS

AMENDMENT NO. 2009-1 TO FOURTH AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION/STOCK ISSUANCE PLAN

WHEREAS the Board of Directors has recommended an option exchange program for the benefit of the officers of the Corporation to permit such officers to exchange certain outstanding options for new options with lower exercise prices;

BE IT RESOLVED THAT:

1. Amendment No. 2009-1 to the Corporation’s Fourth Amended and Restated Key Employee Stock Option/Stock Issuance Plan approving the exchange of certain options held by insiders of the Corporation for new grants of options, in the form annexed hereto as Schedule B-1, is hereby approved; and

Schedule B-1

Amendment No. 2009-1 to Fourth Amended and Restated
Key Employee Stock Option/Stock Issuance Plan

1. Capitalized terms not otherwise defined in this Amendment No. 2009-1 shall have the respective meanings set forth in the Corporation’s Fourth Amended and Restated Key Employee Stock Option/Stock Issuance Plan.

2. This Amendment No. 2009-1 sets forth the terms and conditions of an Option exchange program for Officers (including, for greater certainty, Officers who are also Directors) (the “Management Option Exchange Program”). The Management Option Exchange Program will not be open to Directors who are not also Officers.

3. The participation of any Officer in the Management Option Exchange Program is voluntary. Any Options that are eligible for the Management Option Exchange Program that are not voluntarily exchanged by a holder pursuant to such program shall continue in effect unchanged (i.e., a holder shall be permitted, in the holder’s discretion, to exchange only a portion of such holder’s outstanding Options under the Management Option Exchange Program without affecting other Options held by such holder).

4. Pursuant to the Management Option Exchange Program, the Corporation shall be permitted to exchange Options held by Officers that are outstanding as of May 14, 2009 (any Options so exchanged being hereafter referred to as the “Exchanged Options”) for new Options (the “New Options”). The exchange will occur on a 1:1 basis, such that the New Options will be exercisable for the same number of Shares as the Exchanged Options.

5. The exercise price of the New Options (the “Exchange Price”) will be equal to the greater of the five-day volume weighted average trading price for a Common Share as at the close of trading on:

(a) May 14, 2009 (being $3.38 per share), and

(b) the date of the Meeting, or if on such date there is any material information (within the meaning of the rules and policies of the TSX) that has not been publicly disclosed, the date that is five trading days after disclosure of such material information.

6. The New Options shall expire six (6) years after the original date of grant of the corresponding Exchanged Options.

7. The New Options shall vest over a period of five (5) years from the original date of grant of the corresponding Exchanged Options.

8. The option exchange under the Management Option Exchange Program shall be effective after the close of trading on the date of determination of the Exchange Price. Any Exchanged Options shall be cancelled.

9. The Management Option Exchange Program shall be administered by the Plan Administrator. Notwithstanding any other term or provisions of this Amendment No. 2009-1, the Plan Administrator retains the authority to not proceed with the Management Option Exchange Program, even if shareholder approval for such program is obtained.

Exhibit “C”

RESOLUTION OF THE SHAREHOLDERS

AMENDMENT NO. 2009-2 TO FOURTH AMENDED AND RESTATED
KEY EMPLOYEE STOCK OPTION/STOCK ISSUANCE PLAN

BE IT RESOLVED THAT:

1. Amendment No. 2009-2 to the Corporation’s Fourth Amended and Restated Key Employee Stock Option/Stock Issuance Plan approving the extension to the expiry dates of certain options held by insiders, in the form annexed hereto as Schedule C-1, is hereby approved; and

Schedule C-1

Amendment No. 2009-2 to Fourth Amended and Restated
Key Employee Stock Option/Stock Issuance Plan

1. Capitalized terms not otherwise defined in this Amendment No. 2009-2 shall have the respective meanings set forth in the Corporation’s Fourth Amended and Restated Key Employee Stock Option/Stock Issuance Plan.

2. The Corporation shall be permitted to extend the expiry dates for period of up to one (1) year for the following grants of Options to Insiders of the Corporation:

Name of Option Holder	Date of Grant	Number of Shares Subject to Option	Exercise Price (per share)		Expiry Date (1)
Peter Allen	June 22, 2006	235,000	$	2.46	June 22, 2010
Russell Frederick	June 22, 2006	70,000	$	2.46	June 22, 2010
Erik Boch	June 22, 2006	100,000	$	2.46	June 22, 2010
David Farrar	June 22, 2006	80,000	$	2.46	June 22, 2010
Brian McCormack	June 22, 2006	60,000	$	2.46	June 22, 2010
Alan Solheim	June 22, 2006	80,000	$	2.46	June 22, 2010

(1) The original expiry date is listed in this column. As a result of this Amendment No. 2009-2, the Corporation is authorized to extend the expiry dates in this column by a period of up to one (1) year.

3. Notwithstanding any other term or provision of this Amendment No. 2009-2, the Plan Administrator retains the authority to not proceed with the extension of the expiry dates of Options contemplated herein, even if shareholder approval for such extension is obtained.

EX-4.5 6 a2194290zex-4_5.htm EXHIBIT 4.5

Exhibit 4.5

FOR IMMEDIATE RELEASE

DRAGONWAVE’S SHAREHOLDER RIGHTS PLAN RATIFIED BY SHAREHOLDERS

Ottawa, Canada, June 9, 2009 — DragonWave Inc. (TSX: DWI) (“DragonWave” or the “Corporation”) announced today that its shareholder rights plan (the “Rights Plan”) enacted on January 29, 2009 was ratified and approved by the Corporation’s shareholders at DragonWave’s annual and special meeting of shareholders held on June 9, 2009. A copy of the Rights Plan has been filed on SEDAR at www.sedar.com and can also be obtained from the Corporation upon written request.

About DragonWave

DragonWave™ is a leading provider of high-capacity packet microwave radio systems used in emerging IP networks. DragonWave designs, develops, and markets carrier-grade packet microwave radio frequency networking equipment that transmit broadband voice, video and other data. DragonWave’s products, which are based on a native Ethernet platform, function as a wireless extension to an existing fibre-optic core telecommunications network. The principal application for DragonWave’s products is the backhaul function in a wireless communications network. Additional applications for DragonWave’s products include point-to-point transport in private networks, including municipal and enterprise networks. DragonWave’s corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Middle East and North America. The company’s Web site is http://www.dragonwaveinc.com

Media Contacts

DragonWave Inc.

Russell Frederick

Chief Financial Officer

(613) 599-9991 ext. 2253

rfrederick@dragonwaveinc.com

Nadine Kittle

Marketing Communications

DragonWave Inc.

Tel: 613-599-9991 ext 2262

nkittle@dragonwaveinc.com

EX-4.6 7 a2194290zex-4_6.htm EXHIBIT 4.6
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Exhibit 4.6

AUDITORS' REPORT

To the Shareholders of
DragonWave Inc.


Ottawa, Canada,		/s/ Ernst & Young LLP
April 17, 2009 (except as to note 20,		Chartered Accountants
which is as of August 25, 2009)		Licensed Public Accountants

DRAGONWAVE INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in Cdn $000's)

		As at May 31, 2009			As at February 28, 2009			As at February 29, 2008

		$			$			$
		(non-audited)			(audited)
Assets
Current Assets
Cash and cash equivalents			21,975			8,504			1,551
Short-term investments			—			14,994			31,908
Accounts receivable	6		11,258			10,523			11,433
Other receivables	3		640			720			1,092
Inventory	4		12,533			14,238			10,584
Prepaid expenses			447			173			424

			46,853			49,152			56,992

Property and equipment	5		2,965			2,676			2,823

			2,965			2,676			2,823

Total Assets			49,818			51,828			59,815

Liabilities
Current Liabilities
Line of credit	6		586			641			550
Accounts payable and accrued liabilities			6,681			5,677			9,055
Deferred revenue			1,886			2,215			1,713

			9,153			8,533			11,318

Commitments	10
Shareholders' equity
Capital stock	9		119,936			119,925			119,435
Contributed surplus	9		1,472			1,230			933
Deficit			(80,743	)		(77,860	)		(71,871	)

			40,665			43,295			48,497

Total Liabilities and Shareholders' Equity			49,818			51,828			59,815

On behalf of the Board:


/s/ GERRY SPENCER		/s/ CLAUDE HAW
Director		Director

See accompanying notes

DRAGONWAVE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT

(Expressed in Cdn $000's except share and per share amounts)

			For the three months ended						For the year ended

	Note		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
			$			$			$			$
			(non-audited)						(audited)
Revenue		17		15,950			10,725			43,334			40,404
Cost of sales		4		10,440			6,344			28,683			24,980

Gross profit				5,510			4,381			14,651			15,424

Expenses
Research and development				3,024			3,131			10,628			10,378
Selling and marketing				2,539			2,624			10,649			8,858
General and administrative				1,231			1,130			4,079			3,885
Investment tax credits				(60	)		(50	)		(82	)		(492	)
Restructuring charges		14		—			—			501			—

				6,734			6,835			25,775			22,629

				(1,224	)		(2,454	)		(11,124	)		(7,205	)
Interest income				34			254			693			1,109
Interest expense				(7	)		(9	)		(35	)		(203	)
Interest expense on debt component of preferred shares and convertible debt		7&8		—			—			—			(500	)
Foreign exchange gain (loss)				(1,686	)		268			4,514			(1,453	)

Loss before income taxes				(2,883	)		(1,941	)		(5,952	)		(8,252	)
Income taxes		12		—			—			(37	)		—

Net and comprehensive loss				(2,883	)		(1,941	)		(5,989	)		(8,252	)
Deficit, beginning of period				(77,860	)		(71,871	)		(71,871	)		(63,619	)

Deficit, end of period				(80,743	)		(73,812	)		(77,860	)		(71,871	)

Loss per share
Basic and fully diluted				(0.10	)		(0.07	)		(0.21	)		(0.35	)

Basic and diluted weighted average number of shares outstanding				28,569,238			28,480,522			28,537,202			23,448,504

See accompanying notes

DRAGONWAVE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Cdn $000's except share and per share amounts)

				For the three months ended						For the year ended

		Note		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
				$			$			$			$
				(non-audited)						(audited)
Cash and cash equivalents provided by (used in)
Operating Activities
Net loss					(2,883	)		(1,941	)		(5,989	)		(8,252	)
Items not affecting cash
	Depreciation		5		303			235			1,070			563
	Interest on debt component of preferred shares		7		—			—			—			350
	Interest on debt component of convertible debt		8		—			—			—			150
	Stock-based compensation		9		242			145			624			327
	Warrant expense		9		—			11			2			64
	Unrealized foreign exchange (gain) loss				1,032			60			(907	)		479
	Accrued interest on fair value of short-term investments		15		—			150			(159	)		(534	)

					(1,306	)		(1,340	)		(5,359	)		(6,853	)
Changes in non-cash working capital items			11		1,451			(740	)		(4,997	)		(3,419	)

					145			(2,080	)		(10,356	)		(10,272	)
Investing Activities
	Acquisition of property and equipment		5		(592	)		(323	)		(923	)		(2,808	)
	Maturity (Investment) of short-term investments				14,994			31,758			17,073			(31,374	)

					14,402			31,435			16,150			(34,182	)
Financing Activities
	Change in line of credit		6		(55	)		4			91			(3,893	)
	Exercise of warrants		9		—			152			150			—
	Issuance of Common stock net of stock issuance costs		9		11			—			11			49,043

					(44	)		156			252			45,150
Effect of foreign exchange on cash and cash equivalents					(1,032	)		(60	)		907			(479	)
Net increase in cash and cash equivalents					13,471			29,451			6,953			217
Cash and cash equivalents — beginning of period					8,504			1,551			1,551			1,334

Cash and cash equivalents — end of period					21,975			31,002			8,504			1,551

Cash paid during the year for:
	Interest				7			9			35			203

See accompanying notes

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Cdn $000's except share and per share amounts)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

DragonWave Inc. (the "Company"), incorporated under the Canada Business Corporations Act in February 2000, is in the business of developing next-generation broadband wireless backhaul equipment.

All references to shares in these consolidated financial statements have been restated to reflect one-for-ten share consolidation which was approved on April 10, 2007.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of accounting estimates

The following accounts include estimates by management: allowance for doubtful accounts, other receivables, inventory provisions, and accrued liabilities.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Short-term investments

The Company has classified its short-term investments as held for trading and are carried at fair value with both realized and unrealized gains and losses included in the net loss.

Comprehensive loss

Comprehensive loss is composed of the Company's net loss and other comprehensive loss. The Company does not currently have any other comprehensive loss.

Consolidation

Property and equipment

Property and equipment are stated at cost. Amortization is calculated using the straight-line method over the anticipated useful lives of the assets as follows:


	Research and development equipment		5 years
	Furniture and fixtures		5 years
	Automobiles		5 years
	Leasehold improvements		5 years
	Test equipment		4 years
	Communication equipment		3 years
	Warehouse and production fixtures		3 years
	Computer hardware		2 years
	Computer software		2 years

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of long-lived assets

As at May 31, 2009, there are no indicators of impairment of long-lived assets.

Inventory

Revenue recognition

The Company generates revenue through direct sales and sales to distributors. Revenue on stocking orders sold to distributors is not recognized until the product is sold to an end user.

Revenue associated with extended warranty and advanced replacement is recognized rateably over the life of the contracted service.

Revenue from engineering services or development agreements is recognized according to the specific terms and acceptance criteria as services are rendered.

Research and development

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

credits relating to ongoing research and development costs are recorded as a recovery of the related research and development expenses, and where such assistance is reasonably assured.

Foreign currency translation

Income taxes

Loss per share

Stock option plan

CHANGES IN ACCOUNTING POLICIES

The CICA has issued the following new Handbook Sections which affect the year ended February 29, 2008:

a): Handbook Section 3862, "Financial Instruments — Disclosures," applies to fiscal years beginning on or after October 1, 2007. This section modifies the disclosure standards for financial instruments that were included in Section 3861, "Financial Instruments — Disclosure and Presentation". The new standard requires entities to provide disclosure on a) the significance of financial instruments for the entity's financial position and performance and b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks. The Company has provided the required disclosure in note 15.
b): Handbook Section 3863, "Financial Instruments — Presentation," applies to fiscal years beginning on or after October 1, 2007. This Section carries forward the same presentation standards for financial instruments that were included in Section 3861, "Financial Instruments — Disclosure and Presentation". The Company has provided the required disclosure in note 15.
c): Handbook Section 3031, "Inventories", was issued in March 2007 and replaces Section 3030, "Inventories" effective for fiscal years beginning on or after January 1, 2008. The new section prescribes measurement of inventories at the lower of cost and net realizable value. It provides guidance on the determination of cost, prohibiting the use of the last-in, first-out method

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(LIFO), and requires the reversal of previous write-downs when there is a subsequent increase in the value of inventories. The changes noted above have been incorporated in the periods presented.

d): Section 1535, "Capital Disclosures", establishes standards for disclosing information about an entity's capital and how it is managed. It describes the disclosure of the entity's objectives, policies and processes for managing capital, the qualitative data about what the entity regards as capital, whether the entity has complied with any capital disclosure requirements, and, if it has not complied, the consequences of such non-compliance. The Company has provided this disclosure in note 16.

The Company is in compliance with the new Handbook Sections mentioned above as of February 28, 2009. There was no transitional adjustment required for the year ended February 29, 2008.

Future Accounting Changes

In 2006, Canada's Accounting Standards Board ratified a strategic plan that will result in Canadian GAAP, as used by public companies, being evolved and converged with International Financial Reporting Standards ("IFRS") over a transitional period to be complete by 2011. The Company will be required to report using the converged standards effective for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Canadian GAAP will be converged with IFRS through a combination of two methods: as current joint-convergence projects of the United States' Financial Accounting Standards Board and the International Accounting Standards Board are agreed upon, they will be adopted by Canada's Accounting Standards Board and may be introduced in Canada before the complete changeover to IFRS; and standards not subject to a joint-convergence project will be exposed in an omnibus manner for introduction at the time of the complete changeover to IFRS. The International Accounting Standards Board currently has projects underway that should result in new pronouncements that continue to evolve IFRS.

3. OTHER RECEIVABLES

Other receivables are comprised of the following:



Investment tax credits recoverable	247	187	329
Goods and Services Tax receivable	234	229	628
Provincial sales tax receivable	1	—	28
UK Value Added Tax receivable	18	203	—
Miscellaneous receivables	140	101	107

Total Other Receivables	640	720	1,092

4. INVENTORY

Inventory is comprised of the following:



Raw materials	5,199	6,368	3,887
Work in progress	878	455	1,343
Finished goods	3,634	4,822	4,144

Total production inventory	9,711	11,645	9,374
Inventory held for customer service/warranty	2,822	2,593	1,210

Total Inventory	12,533	14,238	10,584

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

4. INVENTORY (Continued)

Cost of sales for the three and twelve months ended May 31, 2009 and February 28, 2009 was $10,440 and $28,683 respectively (May 31, 2008 — $6,344; February 29, 2008 — $24,980), which included $9,929 and $25,689 respectively (three months ended May 31, 2008 — $5,848; year ended February 29, 2008 — $23,332) of costs associated with inventory. The remaining costs of $511 and $2,994 respectively (three months ended May 31, 2008 — $496; year ended February 29, 2008 — $1,648) related principally to freight, warranty and other direct costs of sales.

5. PROPERTY AND EQUIPMENT

	May 31, 2009					February 28, 2009					February 29, 2008

	Cost			Accumulated Amortization		Cost			Accumulated Amortization		Cost			Accumulated Amortization
R&D equipment		2,026			1,181		2,013			1,114		1,964			851
Furniture and fixtures		602			520		602			515		566			488
Leasehold improvements		531			404		512			397		478			370
Test equipment		6,363			5,157		5,903			5,064		5,760			4,775
Communication equipment		162			138		151			136		138			132
Computer hardware		1,463			1,227		1,418			1,163		1,226			949
Computer software		1,161			962		1,106			909		918			730
Production fixtures		393			164		404			153		136			91
Automobile		24			7		24			6		24			1

		12,725			9,760		12,133			9,457		11,210			8,387

Accumulated Amortization		(9,760	)				(9,457	)				(8,387	)

Net Book Value		2,965					2,676					2,823

6. LINE OF CREDIT

The Company also holds a capital expenditure facility with a limit of $3,000 USD (February 28, 2009 — nil; February 29, 2008 — nil).

7. REDEEMABLE PREFERRED SHARES

•: The outstanding Series A-1 Preferred shares of the Company were converted into 1,908,315 Common shares on a basis of 1.647932 Common shares for each series A-1 Preferred share, rounded down to the nearest whole number of Common shares held by each holder;
•: The outstanding Class B Preferred shares of the Company were converted into 7,069,386 Common shares, on the basis of one Common share for each Class B Preferred share.

The amount recorded for the debt component of redeemable Preferred shares at April 19, 2007 totalling $18,354 has been recorded to Common shares.

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

8. CONVERTIBLE DEBT

9. CAPITAL STOCK

Share capital consists of the following:



*in shares*
Issued and outstanding		28,614,780	28,559,297	28,440,355

*in dollars*
Value of Capital Stock
	Common shares	119,936	119,925	119,435
	Contributed surplus	1,472	1,230	933

Total Capital Stock		121,408	121,155	120,368

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

9. CAPITAL STOCK (Continued)

The following table provides details of the amount recorded to contributed surplus:



Fair value of warrants	66	66	393
Stock based compensation — stock option	1,406	1,164	540

	1,472	1,230	933

Employee stock option/stock issuance plan

The following is a summary of Common stock option activity:

		May 31, 2009					February 28, 2009					February 29, 2008

		Options			Weighted average price		Options			Weighted average price		Options			Weighted average price
		#			$		#			$		#			$
Opening Balance			2,075,918			3.37		1,604,350			3.90		920,655			2.33
	Granted		52,337			3.13		544,268			1.97		703,750			5.94
	Cancelled and expired		(4,400	)		3.55		(72,250	)		4.47		(1,091	)		2.46
	Exercised		(53,600	)		0.10		(450	)		2.46		(18,964	)		3.30

Closing Balance			2,070,255			3.30		2,075,918			3.37		1,604,350			3.90



Volatility	90.4%	61.2%	52.0%
Risk free rate of return	1.3%	1.6%	4.3%
Dividend yield	Nil	Nil	Nil
Average expected life	4 yrs	4 yrs	4 yrs

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

9. CAPITAL STOCK (Continued)

The following table summarizes information about the Company's stock options outstanding and exercisable on May 31, 2009:

		Options outstanding						Options exercisable

Exercise price		Number of options		Weighted average remaining contractual life		Weighted average exercise price		Number of options		Weighted average exercise price
$		#		(yrs)		$		#		$
	0.10 - 2.00		451,000		4.46		1.37		2,500		1.61
	2.01 - 3.00		836,300		1.34		2.46		588,073		2.46
	3.01 - 3.38		432,587		4.43		3.38		142,969		3.38
	3.39 - 6.57		350,368		3.53		6.37		139,048		6.38

			2,070,255		3.03		3.08		872,590		3.23

The following table summarizes information about the Company's stock options outstanding and exercisable on February 28, 2009:

		Options outstanding						Options exercisable

Exercise price		Number of options		Weighted average remaining contractual life		Weighted average exercise price		Number of options		Weighted average exercise price
$		#		(yrs)		$		#		$
	0 - 0.10		53,600		2.31		0.10		53,600		0.10
	0.11 - 2.50		1,275,100		2.50		2.08		554,943		2.46
	2.51 - 4.00		66,300		3.77		3.62		12,789		3.89
	4.01 - 6.00		293,868		3.81		5.33		85,265		5.30
	6.01 - 6.57		387,050		3.60		6.57		132,185		6.57

			2,075,918		2.92		3.37		838,782		3.26

The following is a life to date summary of restricted stock activity:

	Restricted stock			Weighted average exercise price

	#			$
Stock with restrictions on April 17, 2007		1,839,296			0.01
Restrictions lapsed		(1,747,585	)		0.01
Restricted stock repurchased on employee departure		(31,548	)		0.01

Restricted stock at May 31, 2009		60,163			0.01

These restricted stocks vest at various dates with a vesting period of 48 months.

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

9. CAPITAL STOCK (Continued)

Warrants

10. COMMITMENTS

Future minimum operating lease payments as at May 31, 2009 per fiscal year are as follows:

			$

	2010			643
	2011			679
	2012			512
	2013			77
	Thereafter			12

				1,923

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

10. COMMITMENTS (Continued)

guarantee in the event that the service provider defaults on its obligations to the bank. The Company has recourse against the integrator in the event that the guarantee is exercised.

11. SUPPLEMENTAL CASH FLOW INFORMATION



Changes in non-cash working capital balances:
	Accounts receivable	(735	)	3,891		910		(3,756	)
	Other receivables	80		323		372		(106	)
	Inventory	1,705		(1,763	)	(3,654	)	(3,686	)
	Prepaid expenses	(274	)	7		251		(92	)
	Accounts payable and accrued liabilities	1,004		(2,862	)	(3,378	)	3,137
	Deferred revenue	(329	)	(336	)	502		1,084

Changes in non-cash working capital balances		1,451		(740	)	(4,997	)	(3,419	)

12. INCOME TAXES

The reported income tax provision differs from the amount computed by applying the Canadian statutory rate to the net loss, for the following reasons:

	Year Ended February 28, 2009			Year Ended February 29, 2008

	$			$
Loss before income taxes		(5,952	)		(8,252	)
Statutory income tax rate		33.42	%		35.68	%

Expected income tax recovery		(1,989	)		(2,944	)
Tax effect of expenses only deductible for tax purposes		(490	)		—
Tax effect of realizing benefit of prior years' loss carryforwards		(275	)		(69	)
Tax effect of losses not recognized		—			813
Foreign tax rate differences		5			14
Foreign branch taxes		37			—
Tax effect of expenses not deductible for tax purposes		364			(41	)
Tax effect of temporary differences not recognized		2,385			2,227

Income tax expense		37			—

The Company's future tax assets and liabilities include the following significant components:

	February 28, 2009			February 29, 2008

	$			$
Scientific Research and Experimental Development expenditures		10,120			9,068
Income tax loss carryforwards		5,416			10,086
Book and tax differences on assets		4,259			718
Ontario Harmonization tax credit		1,857			1,019

Total future tax assets		21,652			20,891

Valuation allowance		(21,652	)		(20,891	)

Net future tax assets		—			—

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

12. INCOME TAXES (Continued)

As at February 28, 2009, the Company had $16,176 of cumulative income tax loss carry forwards in Canada that expire between Fiscal 2010 and Fiscal 2027.

The Company had a transitional tax credit of $1,857, arising from Federal/Ontario Corporate Tax Harmonization, that is available to reduce future Ontario income tax and expires in 2013.

13. RELATED PARTY TRANSACTIONS

All transactions are in the normal course of business and have been recorded at the exchange amount.

14. RESTRUCTURING COSTS RELATED TO SPECIFIC ITEMS

15. FINANCIAL INSTRUMENTS

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

15. FINANCIAL INSTRUMENTS (Continued)

Fair value

The following table summarizes the carrying values of the Company's financial instruments:



Held for trading⁽¹⁾	21,975	23,498	33,459
Loans and receivables⁽²⁾	11,898	11,243	12,525
Other financial liabilities⁽³⁾	6,745	5,934	9,176

(1): Includes cash, cash equivalents, and short-term investments
(2): Includes accounts receivable and other receivables
(3): Includes line of credit, accounts payable and accrued liabilities which are financial in nature

Interest rate risk



Effect on the Company's after-tax income
	as at May 31, 2009	nil	nil
	as at February 28, 2009	(2)	2
	as at May 31, 2008	(5)	5
	as at February 29, 2008	(7)	7

Credit risk

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

15. FINANCIAL INSTRUMENTS (Continued)

Foreign exchange risk

The following table summarizes the currency distribution of the Company's financial instruments in Canadian dollars:

	May 31, 2009						February 28, 2009						February 29, 2008

	CDN Dollars		US Dollars		Other Currency		CDN Dollars		US Dollars		Other Currency		CDN Dollars		US Dollars		Other Currency
Cash and cash equivalents		65%		30%		5%		69%		26%		5%		96%		3%		1%
Accounts receivable		3%		96%		1%		4%		90%		6%		15%		84%		1%
Financial liabilities		43%		56%		1%		40%		59%		1%		43%		56%		1%

Liquidity risk

16. CAPITAL MANAGEMENT

17. SEGMENTS AND GEOGRAPHICAL INFORMATION

	May 31, 2009				May 31, 2008				February 28, 2009				February 29, 2008

	$		%		$		%		$		%		$		%
Canada		966		6		1,820		17		4,690		11		5,678		14
North America (excluding Canada)		11,886		74		6,239		58		24,951		58		22,387		56
Europe, Middle East, and Africa		3,027		19		2,416		23		11,334		26		11,382		28
Other		71		1		250		2		2,359		5		957		2

		15,950		100		10,725		100		43,334		100		40,404		100

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

18. ECONOMIC DEPENDENCE

19. COMPARATIVE FIGURES

Certain of the comparative figures have been reclassified to conform to the presentation adopted in the current fiscal year.

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

		Three months ended						Twelve months ended

		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
Net loss and comprehensive loss in accordance with Canadian GAAP			(2,883	)		(1,941	)		(5,989	)		(8,252	)
	Share-based compensation (a)		3			(36	)		(145	)		(138	)
	Redemable Preferred shares (b)											350
	Covertible debentures (c)											(600	)

Net and Comprehensive loss in accordance with U.S. GAAP			(2,880	)		(1,977	)		(6,134	)		(8,640	)

The following table details the computation of U.S. GAAP basic and diluted loss per share:

		Three months ended						Twelve months ended

		May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
Loss attributed to Common shareholders — basic and diluted			(2,880	)		(1,977	)		(6,134	)		(8,640	)
	Weighted average number of shares		28,569,238			28,480,522			28,537,202			23,448,504
	Basic loss per share		(0.10	)		(0.07	)		(0.21	)		(0.37	)
	Weighted average number of shares — diluted⁽¹⁾		28,569,238			28,480,522			28,537,202			23,448,504
	Dilutes loss per share		(0.10	)		(0.07	)		(0.21	)		(0.37	)

(1): excludes the effect of all options and warrants that are anti-dilutive due to the loss reported in the year

There was no cumulative effect of the above adjustments on the Company`s shareholders' equity.

a)

Stock-based compensation

i): Under Canadian GAAP, effective March 1, 2004, the Company accounts for stock-based compensation granted to employees, officers and directors at fair value, which is measured using the Black-Scholes option pricing model. Prior to the IPO, the Company was privately held and used the minimum value methodology for valuing stock-based compensation, also allowable under Canadian GAAP.

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

on March 1, 2006 and thereafter. SFAS 123(R) was applied prospectively to new awards and to awards modified, repurchased, or cancelled after the required effective date. The Company had previously applied SFAS 123(R) and recognizes the remaining value of awards granted prior to March 1, 2006 over their remaining service period.

ii): As at May 31, 2009 and February 28, 2009, compensation costs not yet recognized relating to stock option awards outstanding of $2,132 and $2,164 respectively (May 31, 2008 — $2,454 February 29, 2008 — $2,464) net of estimated forfeitures. As at May 31, 2009, compensation cost will be recognized on a straight line basis over the remaining weighted-average period of approximately 2.3 years for the time vesting options and the performance vesting awards will vest as performance conditions are met. Compensation will be adjusted for subsequent changes in estimated forfeitures.
iii): The total intrinsic value of options exercised during the three-month period ended May 31, 2009 was $177 (three-month period ended May 31, 2008 — nil) and for the year ended February 28, 2009 was nil (February 29, 2008 — $3).
iv): The total intrinsic value of fully vested options at May 31, 2009 was $777 (May 31, 2008 — $1,411) and was ($516) at February 29, 2009 (February 29, 2008 — $1,000).
v): The total fair value of options that vested during the three-month period ended May 31, 2009 was $239 (three month period ended May 31, 2008 — $181) and for the year ended February 28, 2009 was $769 (2008 — $464).
vi): SFAS 123(R) does not permit the use of the minimum value method. The Company derives the volatility over the expected term of the awards based on comparable companies' historical volatilities as this represents the most appropriate basis to determine actual expected volatility of its own shares in future periods. The expected life of options was determined based on several factors including historical life, probable life before exercise, and probability of exercise.
vii): The Company records an expense equal to the fair value of shares granted pursuant to the employee share purchase plan over the period the shares vest. The total fair value of the shares recognized during the three-month period ended May 31, 2009 was $1 (three-month period ended May 31, 2008 — nil) and for the year ended February 28, 2009 was $1 (2008 — nil). The fair value of the unearned ESPP shares as at May 31, 2009 was $2 (May 31, 2008 — nil) and as at February 28, 2009 was $1 (2008 — nil). The number of shares held for release under the plan at May 31, 2009 and February 28, 2009 were 1,076 and 1,413 respectively (May 31, 2008 — nil; February 29, 2008 — nil).

b): Redeemable Preferred Shares

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

c): Convertible Debt

OTHER DISCLOSURES REQUIRED UNDER U.S. GAAP

a)

Income Statement

i): During each of the periods presented revenue is comprised of:

	Three months ended				Twelve months ended

	May 31, 2009		May 31, 2008		February 28, 2009		February 29, 2008
Product Sales		14,929		9,289		38,952		37,640
Services		1,021		1,436		4,382		2,764

Total Revenue		15,950		10,725		43,334		40,404

ii): Stock based compensation:

	Three months ended				Twelve months ended

	May 31, 2009		May 31, 2008		February 28, 2009		February 29, 2008
General and Administrative		93		52		306		153
Research and Development		60		51		186		153
Sales and Marketing		86		78		277		158

		239		181		769		464

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

iii): Details of related party transaction amounts included in income statement captions are as follows:

	Three months ended				Twelve months ended

	May 31, 2009		May 31, 2008		February 28, 2009		February 29, 2008
Cost of Sales		2,321		3,574		14,103		14,782
Reaserch and Development		98		109		437		423
General and administrative		76		65		280		260
Sales and Marketing		29		53		333		208

Total		2,524		3,801		15,153		15,673

iv): Bad debt expense:

v): Rental expense:

vi): Depreciation expense:

b)

Balance Sheet

i): Accounts Payable and Accrued Liabilities:

Details of accounts payable and accrued liabilities are as follows:

			Twelve months ended

	Three months ended May 31, 2009		February 28, 2009		February 29, 2008
Accounts payable		3,739		1,764		3,423
Accruals		2,148		1,991		3,840
Payroll related Accruals		366		487		759
Related party		428		1,422		1,033
Taxes		—		13		—

Total accounts payables and accrued liabilities		6,681		5,677		9,055

ii): Warranty liability:

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

The following table details the changes in the warranty liability:

				Twelve months ended

	Three months ended May 31, 2009			February 28, 2009			February 29, 2008
Balance at beginning of period		401			429			286
Accruals		236			531			669
Utilization		(115	)		(559	)		(526	)

Balance at end of period		522			401			429

iii): Restructuring charges:

iv): Short-term investments:

Cost and fair value of investments classified as held for trading, as at February 29, 2008, by contractual maturity were as follows:



Due in one to 3 months	31,878	31,908
Due in 3 to 6 months	—	—

Total Investments	31,878	31,908

v): Allowance for doubtful accounts:

Allowance for doubtful accounts at May 31, 2009 was $281 (February 28, 2009 — $296; February 29, 2008 — $77).

c)

Capital Stock

i): Shares outstanding:

d)

Income Taxes

i): Adoption of FASB Interpretation 48:

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

estimate of the amount that is more likely than not of being realized. The adoption of FIN 48 did not have any impact on the Company's U.S. GAAP results.

ii): Substantively enacted tax rates:

iii): Deferred tax asset:

iv): Accrued interest expenses:

The Company recognizes interest accrued relating to unrecognized tax liabilities as interest expense.

v): Fiscal period subject to examination:

The Company files income tax returns in Canada, the United States, and the United Kingdom. Generally, the years 2002 to 2009 remain subject to examination by tax authorities.

vi): Income (loss) by jurisdiction:

The components of the Company's income (loss) from continuing operations before income taxes, by taxing jurisdiction, were as follows:

	Three months ended						Twelve months ended

	May 31, 2009			May 31, 2008			February 28, 2009			February 29, 2008
Canada		(1,638	)		(2,503	)		(11,354	)		(7,393	)
United States		412			61			230			188
Other		2			(12	)		—			—

		(1,224	)		(2,454	)		(11,124	)		(7,205	)

vii): Future tax liabilities by jurisdiction:

The Company's future tax liability for each tax jurisdiction is nil for all periods noted above.

viii): Valuation Allowance:

ix): Recognition of deferred tax assets:

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

e): Fair Value Measurements

•: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
•: Level 2 inputs are significant observable inputs other than quoted prices included in level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and
•: Level 3 inputs are significant unobservable inputs that reflect the reporting entity's own assumptions and are supported by little or no market activity.

Financial assets and liabilities measured at fair value as at February 28, 2009 in the consolidated financial statements on a recurring basis are summarized below:

	Fair value measurements using:

	Level 1		Level 2		Level 3
Assets
Cash		8,504		—		—
Short Term Investments		14,994		—		—

Total assets		23,498		—		—

Financial assets and liabilities measured at fair value as at May 31, 2009 in the consolidated financial statements on a recurring basis are summarized below:

	Fair value measurements using:

	Level 1		Level 2		Level 3
Assets
Cash		21,975		—		—
Short Term Investments		—		—		—

Total assets		21,975		—		—

f)

Recent United States accounting pronouncements

i): Business Combinations:

There was no material impact on the Company's financial position or results of operations as a result of adopting this standard.

DRAGONWAVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Cdn $000's except share and per share amounts)

20. RECONCILIATION WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

ii): Non-controlling interests:

There was no material impact on the Company's financial position or results of operations as a result of adopting this standard.

iii): Disclosure about Derivative Instruments and Hedging Activities:

There was no impact to the Company on adoption of this statement.

iv): Hierarchy of Generally Accepted Accounting Principles:

There was no impact to the Company on adoption of this statement.

v): Subsequent events:

The adoption of SFAS 165 did not have a significant impact on the Company's consolidated financial statements.

QuickLinks

AUDITORS' REPORT
DRAGONWAVE INC. CONSOLIDATED BALANCE SHEETS (Expressed in Cdn $000's)
DRAGONWAVE INC. CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT (Expressed in Cdn $000's except share and per share amounts)
DRAGONWAVE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Cdn $000's except share and per share amounts)
DRAGONWAVE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Cdn $000's except share and per share amounts)
EX-5.1 8 a2194290zex-5_1.htm EXHIBIT 5.1

Exhibit 5.1

AUDITORS’ CONSENT

We consent to the inclusion, and the incorporation by reference into the preliminary short form base PREP prospectus and registration statement of our audit report dated April 17, 2009 (except for note 20, which is as of August 25, 2009) on the consolidated balance sheets of DragonWave Inc. as at February 28, 2009 and February 29, 2008, and the consolidated statements of operations, comprehensive loss and deficit and consolidated statements of cash flows for each of the years in the two-year period ended February 28, 2009.

We also consent to the references to us and the use of our name in the Registration Statement.

Ottawa, Canada,	/s/ Ernst & Young LLP
September 24, 2009	Chartered Accountants
	Licensed Public Accountants

EX-5.2 9 a2194290zex-5_2.htm EXHIBIT 5.2

Exhibit 5.2

CONSENT OF FRASER MILNER CASGRAIN LLP

We hereby consent to the reference to our opinion under “Eligibility for Investment” and the reference to our name in the section “Legal Matters” in the Registration Statement on Form F-10 of DragonWave Inc. filed on September 24, 2009. In giving this consent, we do not acknowledge that we come within the category of persons whose consent is required by the U.S. Securities Act of 1933, as amended, or the rules and regulations thereunder.

Ottawa, Canada
Date: September 24, 2009

	/s/ FRASER MILNER CASGRAIN LLP

	Fraser Milner Casgrain LLP

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ARTICLE 1: CORPORATE STRUCTURE

1.1 Name, Address and Incorporation

1.2 Intercorporate Relationships

ARTICLE 2: GENERAL DEVELOPMENT OF THE BUSINESS

2.1 Three Year History

4

Significant product and business developments over the last three fiscal years have been as follows:

ARTICLE 3: DESCRIPTION OF THE BUSINESS

3.1 General

(a) Products and Services

(i) Principal Markets

(ii) Distribution Methods

(iii) Revenues

(b) Production and Services

(c) Specialized Skill and Knowledge

The Company’s ability to develop technologically superior and/or most cost-effective solutions relative to its competitors can only be achieved through its continued research and development (R&D) efforts.

(d) Competitive Conditions

10

(e) New Products or Services

(f) Components

(g) Intangible Properties

In accordance with industry practice, the Company protects its proprietary rights through a combination of patent, copyright, trade-mark and trade secret laws and contractual provisions.

· core design features (including certain circuits and algorithms required for advanced, low-cost point-to-point radio implementations);

· implementation technologies (consisting of the proprietary aspects of the Company’s manufacturing design that permit low-cost automated assembly and testing);

· certain key wireless Ethernet networking technologies for high-speed, high performance metro Ethernet networking applications (including bandwidth scaling feature (marketed as “Flex”), mesh rapid link shutdown feature, mesh node packaging/integration); and

· other key features of the Company’s products (including AirPair Flex functionality, RF-loopback, mesh nodes and tri-mode mesh panel features).

The Company’s active patent portfolio consists of 13 pending applications, and 5 issued patents.

11

The Company has registered trademarks for the name “DragonWave” and “AirPair” in Canada. The company also has a registered trademark for the name “DRAGONWAVE” in the United States.

(h) Cycles

(i) Economic Dependence

(j) Changes to Contracts

(k) Environmental Protection

(l) Employees

As of February 28, 2009, DragonWave had 144 full-time and hourly employees.

(m) Foreign Operations

(n) Lending

3.2 Bankruptcy and Similar Procedures

3.3 Reorganizations

Immediately prior to the closing of the Company’s IPO on April 19, 2007, the Company completed a capital reorganization pursuant to which all of the Company’s then-outstanding convertible debt and preferred shares were converted into common shares.

ARTICLE 4: RISK FACTORS

4.1 Risk Factors

ARTICLE 5: DIVIDENDS

5.1 Dividends

ARTICLE 6: DESCRIPTION OF CAPITAL STRUCTURE

6.1 General Description of Capital Structure

ARTICLE 7: MARKET FOR SECURITIES

7.1 Trading Price and Volume

ARTICLE 8: SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

8.1 Securities Subject to Contractual Restriction on Transfer

ARTICLE 9: DIRECTORS AND OFFICERS

9.1 Name, Occupation and Security Holding

9.2 Bankruptcies, Penalties or Sanctions

ARTICLE 10: INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

ARTICLE 11: LEGAL PROCEEDINGS

ARTICLE 12: TRANSFER AGENT AND REGISTRAR

ARTICLE 13: MATERIAL CONTRACTS

ARTICLE 14: EXPERTS

14.1 Names of Experts

14.2 Interests of Experts

ARTICLE 15: AUDIT COMMITTEE

15.1 Audit Committee Charter

ARTICLE 10: INTERESTS OF MANAGEMENT AND OTHERS
IN MATERIAL TRANSACTIONS