Wavecom activates share repurchase program

Issy-les-Moulineaux, France-July 23, 2008

Today announced its intention to activate the share repurchase program under the authorization granted to the board of directors at its annual shareholders meeting held on May 14, 2008.

Wavecom's Document de Référence 2007 (Wavecom's Annual Report in French) that was filed with the AMF - Autorité des Marchés Financiers (French Stock Market Authority) on April 8, 2008 contains the information required for the program description and therefore article 241-3 of the General Rules of the AMF applies. A synthesis of this description also appears in Item 10 of the Wavecom SEC 20-F filing registered on April 8, 2008.

Wavecom's board of directors met on July 22, 2008 to sub-delegate to the Company's Chief Executive Officer to activate the share repurchase program.

The terms of the share repurchase program as authorized at the Annual Shareholders' meeting are:

Pursuant to the provisions of articles L 225-209 et seq. of the French Code of Commerce,

The board of directors is authorized to repurchase a number of shares representing up to 10% of the Company's capital, namely a maximum of 1,579,659 shares at purchase price per share no greater than 30 euros, excluding expenses and fees, representing a maximum total amount of 47,389,770 euros.

The maximum number of Company shares of which repurchase is authorized as well as the purchase price of the said shares shall be adjusted, if necessary, in order to take account of any division or of any regrouping of the Company shares that might occur during the period of validity of the present authorization.

The present authorization may be used, inter alia, for the purpose

  1. of making shares available to an investment services provider in order to stimulate the stock-market value or the liquidity of the shares under a liquidity contract conforming to the ethical charter recognized by the AMF (French Financial Markets Authority),
  2. of holding shares enabling it to honor the obligations connected with debt instruments convertible into shares,
  3. holding shares that could be delivered to its senior managers and employees as well as to the senior managers and employees of the companies affiliated with it, within the framework of stock option plans, of projects for free allocation of existing shares pursuant to the conditions defined in articles L. 225-197-1 to L. 225-197-3 or of company savings plan pursuant to the conditions defined in articles L. 443-1 et seq of the French Labor Code,
  4. of retaining the shares so as to deliver them in payment or in exchange in connection with external growth projects,
  5. or of cancelling the shares.

The number of shares acquired by the Company with a view to keeping them and to their later delivery in payment or in exchange in case of a merger, de-merger, or conveyance transaction, may not exceed 5% of its capital,

The shares may also be cancelled within a limit of 10% of the company's capital for each twenty-four month period, under the conditions laid down in the tenth resolution [i.e. authorizing the reduction of the share capital by cancelling shares that the Company might hold under the share repurchase program].

The acquisition, assignment, transfer or exchange of the said shares may be carried out, in observance of the rules issued by the AMF (French Financial Markets Authority), on or off the market, at any time, including during a period of public offering concerning the Company's shares, and by any means, including transfer of blocks, use or exercise of any financial instruments or derivative products, particularly by way of implementation of option transactions such as purchases and sales of buy or sell options.

The authorization further grants full powers to the board of directors, with an option for sub delegation to the CEO or, with the latter's approval, to one or several deputy CEOs, for implementing the present authorization, putting in any market orders, concluding any agreements, carrying out possible reallocations of the shares for the purposes mentioned above, under the conditions allowed by law, carrying out any formalities, steps and declarations vis-à-vis any entities as necessary.

The authorization was granted for a period of eighteen months starting at the date of the Annual Shareholders meeting, May 14, 2008.