NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

SIERRA WIRELESS, INC.

TO BE HELD ON June 2, 2021

MANAGEMENT INFORMATION CIRCULAR

DATED April 28, 2021

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Notice is hereby given that the annual general meeting (the “Meeting”) of holders of common shares (“Shareholders”) of Sierra Wireless, Inc. (the “Corporation”) will be held at the Corporation’s head office at 13811 Wireless Way, Richmond, British Columbia, Canada and virtually at https://web.lumiagm.com/251816015, on Wednesday, June 2, 2021 at 12:00 p.m. (Pacific Time), for the following purposes:

1.to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2020, and the auditors’ report thereon;

2.to appoint Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration of the auditors;

3.to elect directors for the ensuing year;

4.to consider and, if deemed advisable, pass an ordinary resolution to approve certain amendments to the Corporation’s 2011 Treasury Based Restricted Share Unit Plan and to approve all unallocated entitlements thereunder;

5.to consider and, if deemed advisable, pass an ordinary resolution to approve certain amendments to the Corporation’s Amended and Restated 1997 Stock Option Plan;

6.to consider and, if deemed advisable, approve an advisory resolution to accept the Corporation’s approach to executive compensation; and

7.to transact such other business as may properly come before the Meeting.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting.

Given the significant uncertainty relating to the coronavirus ("COVID-19") pandemic, its public health

impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks

to the health and safety of the Corporation’s community, Shareholders, employees and other stakeholders, the

Corporation has made arrangements to enable Shareholders to attend and vote virtually at this year’s Meeting.

Registered Shareholders and duly appointed proxyholders will be able to listen to the Meeting, ask questions and

vote at the Meeting online in real time. Non-registered shareholders will be able to attend the Meeting virtually

as guests, but guests will not be able to vote at the Meeting.

The Meeting will be available online at https://web.lumiagm.com/251816015. A guide to how to login to,

and vote at, the Meeting can be found on page 2 of the Management Information Circular accompanying this

Notice of Meeting.

     Only Shareholders of record at the close of business on April 21, 2021 are entitled to receive notice of the Meeting and to vote at the Meeting. 

To ensure your representation at the Meeting, return the enclosed proxy, whether or not you plan to personally attend the Meeting.  Sending your proxy will not prevent you from voting in person at the Meeting.  All proxies completed by registered Shareholders must be returned to the Corporation: 

•by delivering the proxy to the Corporation’s transfer agent, Computershare Investor Services Inc. ("Computershare") at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, for receipt not later than Monday, May 31, 2021, at 12:00 p.m. (Pacific Time);

•by fax to the Toronto office of Computershare Investor Services Inc., Attention:  Proxy Tabulation at 416-263-9524 (outside of North America) or 1-866-249-7775 (within North America) not later than Monday, May 31, 2021, at 12:00 p.m. (Pacific Time); or

•by telephone or internet, as instructed in the enclosed form of proxy, not later than Monday, May 31, 2021, at 12:00 p.m. (Pacific Time).  

Non-registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary.  A more detailed description on returning proxies by non-registered Shareholders can be found on page 2 of the Management Information Circular accompanying this Notice of Meeting. 

Impact of COVID-19: The Corporation is carefully monitoring the public health impact of the COVID-19 pandemic on a daily basis, and may decide to modify the date, time or location of the Meeting depending on the situation. While we understand this could disrupt the plans of those who plan to attend the Meeting, our first priority is the health and safety of our communities, Shareholders, employees and other stakeholders. In the event we decide to modify the date, time or location of the Meeting, Shareholders will be notified and provided with additional details in a press release, at our website at https://www.sierrawireless.com/company/newsroom/ and pursuant to filings we make with Canadian and United States securities regulatory authorities. As always, we encourage you to vote your shares prior to the Meeting.

DATED at Richmond, British Columbia, this 28th day of April, 2021.

By Order of the Board of Directors

Jennifer A. Farac
Corporate Secretary

April 28, 2021

 

Dear Shareholder:

On behalf of the Board of Directors (the "Board") and Management of Sierra Wireless, Inc. (the “Corporation”), we cordially invite you to attend the annual general meeting (the “Meeting”) of the holders of common shares of the Corporation ("Shareholders") to be held at our Richmond, British Columbia headquarters located at 13811 Wireless Way, Richmond, British Columbia and virtually at https://web.lumiagm.com/251816015 on Wednesday, June 2, 2021 at 12:00 p.m. (Pacific Time).

This management information circular (the “Information Circular”) contains a description of business that will be conducted at the Meeting, along with materials highlighting our activities and performance during the year.

Your participation in the affairs of the Corporation is important to us. Should you be unable to attend the Meeting, there are instructions included within the Information Circular describing the process for providing your voting instructions to ensure that your voice is heard.  The proxy voting instructions can be found on page 2 of this Information Circular.

Given the significant uncertainty relating to the coronavirus ("COVID-19") pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of the Corporation's community, Shareholders, employees and other stakeholders, the Corporation has made arrangements to enable Shareholders to attend and vote virtually at this year’s Meeting. Registered Shareholders and duly appointed proxyholders will be able to listen to the Meeting, ask questions and vote at the Meeting online in real time. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

The Meeting will be available online at https://web.lumiagm.com/251816015. In addition to the information below, a detailed guide to how to login to, and vote at, the Meeting can be found on page 4 of this Information Circular.

Due to the COVID-19 pandemic, Shareholders should plan to attend this year’s Meeting virtually. Shareholders may attend the Meeting virtually using an internet connected device such as a laptop, computer, tablet or mobile phone and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. Those wishing to attend and vote at the Meeting will need to ensure that they remain connected to the Meeting at all times in order to vote when balloting commences, and it is such persons’ responsibility to ensure internet connectivity for the duration of the Meeting. The steps that Shareholders will need to follow to access the Meeting will depend on whether they are registered Shareholders or non-registered Shareholders. Please read and follow the applicable instructions below carefully. In order to protect the health and safety of the Corporation's community, Shareholders, employees and other stakeholders, we strongly recommend that Shareholders exercise their right to vote by proxy prior to the Meeting or participate and vote online during the Meeting as described in this Information Circular. If Shareholders do decide to attend

this year’s Meeting in person, Shareholders will be required to review the Corporation’s COVID-19 protocols upon arrival at the Meeting and sign an acknowledgement of adherence to such protocols in order to be admitted to the Meeting.

The Corporation is carefully monitoring the public health impact of the COVID-19 pandemic on a daily basis, and may decide to modify the date, time or location of the Meeting depending on the situation. While we understand this could disrupt the plans of those who plan to attend the Meeting, our first priority is the health and safety of our communities, Shareholders, employees and other stakeholders. In the event we decide to modify the date, time or location of the Meeting, Shareholders will be notified and provided with additional details in a press release, at our website at https://www.sierrawireless.com/company/newsroom/ and pursuant to filings we make with Canadian and United States securities regulatory authorities. As always, we encourage you to vote your shares prior to the Meeting.

Table of Contents

GENERAL PROXY INFORMATION			1
Solicitation of Proxies			1
Appointment of Proxyholder			4
Notice to United States Shareholders			4
Registered Shareholders			4
Non-Registered Shareholders			5
Revocability of Proxies			5
Voting of Proxies and Discretionary Authority			6
Interest of Certain Persons in Matters to be Acted Upon			6
Interests of Informed Persons in Material Transactions			6
Voting Securities and Principal Holders Thereof			7
BUSINESS OF THE MEETING			8
1. Receipt of Financial Statements			8
2. Appointment of Auditors			8
3. Election of Directors			8
4. Amendments to the 2011 Treasury Based Restricted Share Unit Plan and approval of all unallocated options, rights and other entitlements thereunder			26
5. Amendments to the Amended and Restated 1997 Stock Option Plan			25
6. Advisory Vote on Executive Compensation ("Say on Pay")			28
9. Other Matters			28
CORPORATE GOVERNANCE DISCLOSURE			29
Key Elements of Corporate Governance at Sierra Wireless			29
Statement of Corporate Governance Practices			30
Board of Directors			30
Role of the Board			32
Position Descriptions			33
Orientation and Continuing Education			34
Ethical Business Conduct			35
Compensation			38
Committees of the Board			38
Director Tenure			44
Diversity Policy			44
Corporate Social Responsibility			46
COMPENSATION DISCUSSION AND ANALYSIS			47
Responsibility for Executive Compensation Programs			48
Compensation Objectives			50
Research and Benchmarking			50
Elements of Executive Compensation			52
Retirement Benefits			56
Minimum Share Ownership Guidelines			56
Compensation Details			58
Share Performance			65
Incentive Plan Awards			66
Termination and Change of Control Benefits			69
DIRECTOR COMPENSATION			71
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			75
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS			76
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE			76
ADDITIONAL INFORMATION			76
GENERAL			76
DIRECTORS’ APPROVAL OF THIS CIRCULAR			77
SCHEDULE A			78
APPENDIX A - 2011 Treasury Based Restricted Share Unit Plan			A-1
APPENDIX B - Amended and Restated 1997 Stock Option Plan			B-1

MANAGEMENT INFORMATION CIRCULAR

 As at April 28, 2021

GENERAL PROXY INFORMATION 

Solicitation of Proxies

This Information Circular is provided in connection with the solicitation of proxies by Management for use at the Meeting. Solicitation of proxies from registered Shareholders will primarily be by mail or courier, supplemented by telephone or other personal contact by employees or agents of the Corporation at nominal cost.  All costs of solicitation will be paid by the Corporation. The Corporation has retained the services of Kingsdale Advisors (“Kingsdale”) as its proxy solicitation agent to assist the Company in soliciting proxies. The Corporation estimates the fees for Kingsdale associated with this year’s proxy solicitation will be approximately US$32,500 plus charges for any telephone calls and disbursements.

    The Meeting will be held on Wednesday, June 2, 2021 at 12:00 p.m. (Pacific Time) at 13811 Wireless Way, Richmond, British Columbia and virtually at https://web.lumiagm.com/251816015 for the purposes set forth in the accompanying Notice of Meeting.  The information contained herein is given as at April 28, 2021 except as otherwise indicated.

The Corporation is carefully monitoring the public health impact of the COVID-19 pandemic on a daily basis, and may decide to modify the date, time or location of the Meeting depending on the situation. While we understand this could disrupt the plans of those who plan to attend the Meeting, our first priority is the health and safety of our communities, Shareholders, employees and other stakeholders. In the event we decide to modify the date, time or location of the Meeting, Shareholders will be notified and provided with additional details in a press release, at our website at https://www.sierrawireless.com/company/newsroom/ and pursuant to filings we make with Canadian and United States securities regulatory authorities. As always, we encourage you to vote your shares prior to the Meeting.

In this document, “you” and “your” refer to the Shareholders of the Corporation and “Sierra Wireless”, the “Corporation”, the "Company", “we”, “us” or “our” refer to Sierra Wireless, Inc. 

Accessing and Voting at the Virtual Meeting

Given the significant uncertainty relating to the COVID-19 pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of the Corporation's community, Shareholders, employees and other stakeholders, the Corporation has made arrangements to enable Shareholders to attend and vote virtually at this year’s Meeting. Registered Shareholders and duly appointed proxyholders will be able to listen to the Meeting, ask questions and vote at the Meeting online in real time. Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

The Meeting will be available online at at https://web.lumiagm.com/251816015.

Due to the COVID-19 pandemic, Shareholders should plan to attend this year’s Meeting virtually. Shareholders may attend the Meeting virtually using an internet connected device such as a laptop, computer, tablet or mobile phone and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. Those wishing to attend and vote at the Meeting will need to ensure that they remain connected to the Meeting at all times in order to vote when balloting commences, and it is such persons’ responsibility to ensure internet connectivity for the duration of the Meeting. The steps that shareholders will need to follow to access the Meeting will depend on whether they are registered Shareholders or non-registered Shareholders. Please read and follow the applicable instructions below carefully. In order to protect the health and safety of the Corporation's community, Shareholders, employees and other stakeholders, we strongly recommend that Shareholders exercise their right to vote by proxy prior to the Meeting or participate and vote online during the Meeting as described below. If Shareholders do decide to

attend this year’s Meeting in person, Shareholders will be required to review the Corporation’s COVID-19 protocols upon arrival at the Meeting and sign an acknowledgement of adherence to such protocols in order to be admitted to the Meeting.

Registered Shareholders and Duly Appointed Proxyholders

Registered Shareholders and duly appointed proxyholders can participate in the meeting by clicking “I have a login” and entering a Username and Password before the start of the meeting.

•Registered Shareholders - The 15-digit control number located on the form of proxy or in the email notification you received is the Username and the Password is sierra2021.

•Duly appointed proxyholders – Computershare will provide the proxyholder with a Username after the voting deadline has passed. The Password to the meeting is sierra2021.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the online meeting. To register a proxyholder, Shareholders MUST visit

https://www.computershare.com/SierraWireless by 12:00 p.m. (Pacific Time) on May 28, 2021 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

To participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

Participating at the Virtual Meeting

The Meeting will be hosted online by way of a live audiocast. A summary of the information shareholders will need to attend the online meeting is provided below. The Meeting will begin at 12:00 p.m. (Pacific Time) on Wednesday, June 2, 2021.

•Registered Shareholders that have a 15-digit control number, along with duly appointed proxyholders who were assigned a Username by Computershare (see details under the heading “Registered Shareholders and Duly Appointed Proxyholders”), will be able to vote and submit questions during the meeting. To do so, please go to https://web.lumiagm.com/251816015 prior to the start of the meeting to login. Click on “I have a login” and enter your 15-digit control number or Username along with the password sierra2021.

•Non-Registered Shareholders wishing to attend the meeting virtually who do not have a 15- digit control number or Username will only be able attend as a guest by clicking “I am a Guest” and completing the online form which allows them to listen to the meeting however you will not be able to vote or submit questions.

•United States Beneficial holders: To attend and vote at the Meeting virtually, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare

100 University Avenue

8th Floor

Toronto, Ontario

M5J 2Y1

OR

Email at: uslegalproxy@computershare.com

•Requests for registration must be labeled as “Legal Proxy” and be received no later than 12:00 p.m. (Pacific Time) on May 28, 2021. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at

https://web.lumiagm.com/251816015 during the meeting. Please note that you are required to register your appointment at www.computershare.com/SierraWireless

•If you are using a 15-digit control number to login to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

•If you are eligible to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

Appointment of Proxyholder 

The persons named in the accompanying form of proxy are officers, directors and/or other nominees of the Corporation.  A Shareholder has the right to appoint as a proxyholder a person or company (who need not be a Shareholder of the Corporation) other than the persons designated in the previous sentence to attend and act on the Shareholder’s behalf at the Meeting.  To exercise this right, the Shareholder may either insert the name of such other person or company in the blank space provided in the form of proxy or complete and submit another form of proxy.

A person or company whose name appears on the books and records of the Corporation is a registered Shareholder.  A non-registered Shareholder is a beneficial owner of Common Shares that are registered in the name of an intermediary (such as a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates).

Notice to United States Shareholders

The solicitation of proxies by the Corporation is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” as defined in Rule 3b-4 under the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with the applicable disclosure requirements in Canada.  Residents of the United States should be aware that such requirements are different than those of the United States applicable to proxy statements under the U.S. Exchange Act.

Registered Shareholders

A registered Shareholder may vote Common Shares owned by it at the Meeting either in person or by proxy.  A registered Shareholder who wishes to vote in person at the Meeting need not complete or return the form of proxy included with this Information Circular, as those registered Shareholders choosing to attend the Meeting may have their votes taken and counted at the Meeting.  However, to ensure your representation at the Meeting, we encourage you to return the enclosed proxy, whether or not you plan to personally attend.  Sending your proxy will not prevent you from voting in person at the Meeting.

A registered Shareholder who chooses to vote by proxy can do so using several methods in addition to mailing the enclosed form of proxy.  All proxies completed by registered Shareholders must be returned to the Corporation:    

•by delivering the proxy to the Corporation’s transfer agent, Computershare at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, for receipt not later than Monday, May 31, 2021, at 12:00 p.m. (Pacific Time);

•by fax to the Toronto office of Computershare, Attention:  Proxy Tabulation at 416-263-9524 (outside North America) or 1-866-249-7775 (within North America) not later than Monday, May 31, 2021, at 12:00 p.m. (Pacific Time); or

•by telephone or internet, as instructed in the enclosed form of proxy, not later than Monday, May 31, 2021, at 12:00 p.m. (Pacific Time).

Please review the enclosed form of proxy carefully for additional information and resources for assistance.

To be effective, a proxy form must be received by Computershare no later than 12:00 p.m. (Pacific Time) two days (excluding Saturdays, Sundays, and statutory holidays) preceding the Meeting or any adjournment of the Meeting.

The Common Shares represented by such Shareholder’s proxy will be voted or withheld from voting in accordance with the instructions indicated by the Shareholder on the form of proxy or alternative method of voting on any ballot that may be called for.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST visit https://www.computershare.com/SierraWireless by 12:00 p.m. (Pacific Time) on May 28, 2021 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email. If a third-party proxyholder is attending the Meeting in person, you DO NOT need to register the appointment.

Without a Username, proxyholders will not be able to participate online at the Meeting.

Non-Registered Shareholders

We have distributed copies of this Information Circular and accompanying Notice of Meeting to intermediaries for distribution to non-registered Shareholders at the Corporation's expense.  Unless a non-registered Shareholder has waived its rights to receive these materials, an intermediary is required to deliver them to the non-registered Shareholder and to seek instructions on how to vote the Common Shares beneficially owned by the non-registered Shareholder.  In many cases, intermediaries will have used a service company to forward these Meeting materials to non-registered shareholders.

Non-registered Shareholders who receive these Meeting materials will typically be given the ability to provide voting instructions in one of two ways.

Usually a non-registered Shareholder will be given a voting instruction form, which must be completed and signed by the non-registered Shareholder in accordance with the instructions provided by the intermediary.  In this case, a non-registered Shareholder cannot use the mechanisms described above for registered Shareholders and must follow the instructions provided by their intermediary (which in some cases may allow the completion of the voting instruction form by telephone or the Internet).

Occasionally, however, a non-registered Shareholder may be given a proxy that has already been signed by the intermediary.  This form of proxy is restricted to the number of Common Shares beneficially owned by the non-registered Shareholder but is otherwise not completed.  This form of proxy does not need to be signed by the non-registered Shareholder.  In this case, the non-registered Shareholder can complete the proxy and vote by mail or facsimile only, as described above for registered Shareholders.

These procedures are designed to enable non-registered Shareholders to direct the voting of their Common Shares.  Any non-registered Shareholder receiving either a form of proxy or a voting instruction form who wishes to attend and vote at the Meeting in person (or have another person attend and vote on their behalf), should strike out the names of the persons identified in the form of proxy as the proxy holder and insert the non-registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, should follow the corresponding instructions provided by the intermediary.  In either case, the non-registered Shareholder should carefully follow the instructions provided by the intermediary.

Revocability of Proxies

A Shareholder may revoke a proxy by delivering an instrument in writing executed by the Shareholder or the Shareholder’s attorney authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney for the corporation, either to the registered office of the Corporation at Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, British Columbia, V7X 1L3, at any time up to 12:00

p.m. (Pacific Time) two days (excluding Saturdays, Sundays, and statutory holidays) preceding the Meeting, or if adjourned, any reconvening thereof, or to the Chair of the Meeting on the day of the Meeting before any vote in respect of which the proxy is to be used shall have been taken or in any other manner provided by law.

A revocation does not affect any matter on which a vote has been taken prior to the revocation.  A Shareholder of the Corporation may also revoke a proxy by signing a form of proxy bearing a later date and returning such proxy and delivering it to Computershare as aforesaid at any time up to 12:00 p.m. (Pacific Time) two days (excluding Saturdays, Sundays, and statutory holidays) preceding the Meeting or any adjournment thereof.

A person duly appointed under a form of proxy will be entitled to vote the Common Shares represented thereby only if the form of proxy is properly completed and delivered in accordance with the requirements set out above and such proxy has not been revoked.

A registered Shareholder attending the Meeting has the right to vote by attending the virtual Meeting

and, if he or she does so, his or her proxy is nullified with respect to the matters such person votes upon and any

subsequent matters thereafter to be voted upon at the Meeting or any adjournment thereof.

Voting of Proxies and Discretionary Authority

Unless specifically directed in the form of proxy to withhold the Common Shares represented by the form of proxy from a ballot or show of hands, the proxies named in the accompanying form of proxy shall vote the Common Shares represented by the form of proxy on each ballot or show of hands.  Where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the Common Shares will be voted in accordance with the specifications so made.

In the absence of any instructions on the proxy or if such instructions are unclear, Common Shares represented by the form of proxy will be voted IN FAVOUR of each matter identified on the form of proxy, in each case as more particularly described elsewhere in this Information Circular.

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting.  In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting or any further or other matter of business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matter of business.  At the time of the printing of this Information Circular, management knows of no such amendment, variation or other matter which may be presented at the Meeting. 

Interest of Certain Persons in Matters to be Acted Upon

Other than as disclosed in this Information Circular, no director or executive officer of the Corporation, no person who served as a director or executive officer since the beginning of the last financial year, no person nominated as a director, nor an associate or affiliate of any such persons, has any interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors, except to the extent that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

Interests of Informed Persons in Material Transactions

Other than as disclosed in this Information Circular, no informed person of the Corporation (as that term is defined in National Instrument 51-102 - Continuous Disclosure Obligations), proposed nominee for election as a

director, or any associate or affiliate of the foregoing, had any material interest, direct or indirect, in any transaction since the commencement of the Corporation's most recently completed financial year or has any material interest, direct or indirect, in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries.

Voting Securities and Principal Holders Thereof

The Corporation is authorized to issue an unlimited number of Common Shares of which, as of the date of this Information Circular, 36,891,447 Common Shares are issued and outstanding as fully paid and non-assessable shares.  The holders of Common Shares are entitled to one vote for each Common Share held.  The Corporation is also authorized to issue an unlimited number of preference shares, issuable in series, of which none are issued and outstanding.

Any Shareholder of record at the close of business on April 21, 2021 (the “Record Date”) who either personally attends the Meeting or who has completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or have his Common Shares voted at the Meeting.

Other than as set out below, to the knowledge of the directors and executive officers of the Corporation, as at the date hereof, no person or company beneficially owns or controls or directs, directly or indirectly, 10% or more of the voting rights attached to the outstanding Common Shares:

•As of December 31, 2020, Trigran Investments, Inc. reported control, but not ownership, of 5,234,230 Common Shares or 14.3% of the issued and outstanding Common Shares (based on 36,619,439 Common Shares issued and outstanding as at December 31, 2020).

BUSINESS OF THE MEETING 

1.    Receipt of Financial Statements

The audited consolidated financial statements of the Corporation for the year ended December 31, 2020, including the auditors’ report thereon, are available on SEDAR at www.sedar.com or on the Corporation’s website at www.sierrawireless.com/company/investor-information/annual-reports-and-regulatory-filings/.  Copies of such financial statements will also be available at the Meeting. No vote will be taken on the financial statements at the Meeting. 

2.    Appointment of Auditors

At the meeting, the Shareholders will be asked to vote on the re-appointment of Ernst & Young LLP ("EY"), Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and to authorize the Board to fix their remuneration.  The term of the auditor shall end at the close of the next annual meeting of the Shareholders. EY was first appointed auditor of the Company on May 19, 2016.

The persons named as proxyholders in the enclosed form of proxy, if not expressly directed to the contrary, intend to vote FOR the appointment of Ernst & Young LLP, Chartered Professional Accountants, as auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed and to authorize the directors to determine the remuneration to be paid to the auditors. A simple majority of the votes cast at the Meeting, whether in person or by proxy, will constitute approval of the resolution to appoint EY as auditors of the Corporation to hold office until the next annual meeting of Shareholders or until a successor is appointed and to authorize the directors to determine the remuneration to be paid to the auditors.

Audit Fees

For the fiscal years ended December 31, 2020 and 2019 the Corporation paid auditors fees as follows: 

Audit fees for 2020 and 2019 include fees related to the audit of our year-end financial statements, the audit of our internal control over financial reporting, review of our interim financial statements, statutory audits, consents and services that are normally provided by our auditors in connection with statutory and regulatory filings or engagements for such year.  Tax fees for 2020 relate to tax compliance and tax due diligence relating to an acquisition. Tax fees for 2019 relate to tax advisory services relating to an acquisition and tax compliance matters. Audit-related fees for 2019 relate to due diligence related to an acquisition. No audit-related fees were billed by Auditors in 2020.

3.    Election of Directors

The restated articles of incorporation of the Corporation provide that the Board shall consist of a minimum of one director and a maximum of twelve directors.  The term of office of each of the present directors expires at the Meeting. The Board presently consists of twelve directors, and it is intended that eleven directors be elected at the Meeting for the ensuing year as the Board. As contemplated in the management information circular for last year’s annual general and special meeting of Shareholders and acting on the recommendation of the Governance and Nominating Committee, the Board has determined not to replace one of the current directors, Mr. Gregory Aasen, who is retiring and not standing for re-election.

Each director elected will hold office until the next annual meeting of Shareholders of the Corporation or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the By-laws of the Corporation or with the provisions of the Canada Business Corporations Act (“CBCA”).

Majority Voting Policy

The Board has adopted a majority voting policy pursuant to which, in an uncontested election of directors, each director nominee who does not receive a greater number of Common Shares voted in favour of his or her election than Common Shares “withheld” from voting must tender his or her resignation to the Chair of the Board, to take effect on acceptance by the Board. The Governance and Nominating Committee will consider such tendered resignation and make a recommendation to the Board as to the action to be taken with respect to such tendered resignation. The Board will take formal action on the Governance and Nominating Committee’s recommendation no later than 90 days following the date of the Shareholders’ meeting and will announce its decision by press release. If the Board declines to accept the resignation, it will include in the press release the reason or reasons for its decision. The director will not participate in the Governance and Nominating Committee or Board deliberations on the resignation.

Advance Notice Provisions

The Corporation’s By-Law No. 1 provides for advance notice of nominations of directors (“Advance Notice Provisions”) in circumstances where nominations of persons for election to the Board are made by Shareholders other than pursuant to a requisition of a meeting or a Shareholder proposal, in each case made pursuant to the provisions of the CBCA.  The Advance Notice Provisions fix deadlines by which a Shareholder must notify the Corporation of nominations of persons for election to the Board as follows: such notice must be provided to the Corporate Secretary of the Corporation (i) in the case of an annual meeting (including an annual and special meeting) of Shareholders, not less than 30 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the meeting was made, notice by the nominating Shareholder may be given not later than the close of business on the tenth day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual or annual and special meeting) of Shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the meeting was made.  The Advance Notice Provisions also stipulate that certain information about any proposed nominee and the nominating Shareholder be included in such a notice in order for it to be valid.  The purpose of the Advance Notice Provisions is to ensure that all Shareholders, including those participating in a meeting by proxy rather than in person, receive adequate prior notice of director nominations, as well as sufficient information concerning the nominees, and can thereby exercise their voting rights in an informed manner.  In addition, the Advance Notice Provisions should assist in facilitating an orderly and efficient meeting process.  A copy of the Corporation’s By-Law No. 1 is available on SEDAR at www.sedar.com.

The persons named in the enclosed form of proxy, if named as proxy, intend to vote FOR the nominees listed in the table below under the heading "Director Nominees" unless a Shareholder has specified in such Shareholder's proxy that such Shareholder's shares are to be voted against such resolution. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. All of the nominees presented for election as directors are currently directors of the Corporation.  All persons nominated were recommended to the Board by the Governance and Nominating Committee.  The persons nominated and named below are, in the opinion of the Board, well qualified to act as directors and all have confirmed their willingness to serve.

Director Nominees

The following pages set out detailed information on director nominees including:

•place of residence;

•year first elected or appointed as a director;

•age, principal occupation at present and within the preceding five years and whether independent;

•other principal directorships;

•committee memberships and meeting attendance in 2020;

•achievement indicator of minimum share ownership guidelines (as per the method of calculation set forth on page 56 under the section entitled "Minimum Share Ownership Guidelines"); and

•securities held including the number of Common Shares beneficially owned by each director nominee or over which each exercises control or direction, directly or indirectly.

◦The Common Shares and Restricted Share Units ("RSUs") values at December 31, 2020 were calculated using the closing share price of the Common Shares on the TSX of Cdn$18.52 translated at the spot foreign exchange rate of Cdn$1.00 = US$0.7852 for Canadian resident director nominees and on the NASDAQ of US$14.61 for non-Canadian resident director nominees.

◦The Common Shares and RSUs values at December 31, 2019 were calculated using the closing share price of the Common Shares on the TSX of Cdn$12.39 translated at the spot foreign exchange rate of Cdn$1.00 = US$0.7699 for Canadian resident director nominees and on the NASDAQ of US$9.55 for non-Canadian resident director nominees.

ROBIN A. ABRAMS

Los Altos, California, U.S.A.

Independent Director since: 2010

Age: 69 

Ms. Abrams is a Corporate Director. Prior to her retirement, Ms. Abrams gained extensive experience in governance and management of large, publicly traded entities including as the CEO of Zilog, Palm Computing, Inc. and VeriFone. Ms. Abrams has held internationally focused executive positions at Apple and Unisys and has held CEO positions at the following start-up companies: Firefly Mobile, a mobile products company for the youth market, and BlueKite, a leading provider of bandwidth optimization software for wireless operators. Ms. Abrams earned her B.A. and J.D. degrees from the University of Nebraska, and she serves on the board of directors of several companies.

JAMES R. ANDERSON

Los Gatos, California, U.S.A.

Independent Director since: 2020

Age: 49 

James R. Anderson joined the Sierra Wireless Board of Directors in April 2020. Mr. Anderson is Lattice Semiconductor Corporation’s (“Lattice”) President and Chief Executive Officer and serves on the company’s Board of Directors. He joined Lattice in September 2018 and has since driven a transformation of the company which has led to record profitability and a significant expansion in market capitalization. Prior to Lattice, Mr. Anderson served as senior vice president and general manager of AMD’s Computing and Graphics business group from 2015. Prior to AMD, Mr. Anderson held a broad range of leadership positions spanning general management, engineering, sales, marketing, and strategy at companies including, Intel, Broadcom Limited (formerly, Avago Technologies), and LSI Corporation. Mr. Anderson holds an MBA and Master of Science in electrical engineering and computer science from the Massachusetts Institute of Technology, a Master of Science in electrical engineering from Purdue University, and a Bachelor of Science in electrical engineering from the University of Minnesota. His meeting attendance below is reflective of the meetings occurring after his appointment in 2020.

Board and Committee Memberships									Meeting Attendance						Public Board Memberships
Board of Directors									7/7			100%			Lattice Semiconductor Corporation - NASDAQ
Human Resources Committee									7/7			100%
Securities held as at fiscal year end
			Common Shares			RSUs			Total Common Shares and RSUs			Total Value of Common Shares and RSUs (US$)			Options			Minimum Share Ownership Guidelines
2020			—			14,184			14,184			207,228			—			Meets (1)
2019			—			—			—			—			—
Change			—			14,184			14,184			207,228			—

(1) Mr. Anderson was appointed to the Corporation's Board of Directors on April 16, 2020. As per the guidelines, Mr. Anderson has four years from his appointment to acquire the minimum share ownership set out in the guidelines.

KARIMA BAWA

Vancouver, British Columbia, Canada

Independent Director since: 2020

Age: 54

Karima Bawa joined the Sierra Wireless Board of Directors in April 2020. Ms. Bawa is a Senior Fellow at the Centre for International Governance and Innovation and is the co-founder of 3D Bridge Solutions Inc. She serves as an IP Advisor and is a board member for the College of Patent Agents and Trademark Agents. Ms. Bawa is also the former General Counsel and Chief Legal Officer for Research In Motion Limited (now BlackBerry). In the 12 years she served at BlackBerry she was a member of the senior leadership team and oversaw a global legal team. Ms. Bawa was also a member of various strategic and operational senior management committees. Ms. Bawa is a lawyer and holds a Bachelor of Science, a Master in Business Administration and an ICD.D certification from the Institute of Corporate Directors. Her meeting attendance below is reflective of the meetings occurring after her appointment in 2020.

(1) Ms. Bawa was appointed to the Corporation's Board of Directors on April 16, 2020. As per the guidelines, Ms. Bawa has four years from her appointment to acquire the minimum share ownership set out in the guidelines.

RUSSELL N. JONES

Ottawa, Ontario, Canada

Independent Director since: 2018

Age: 62

Mr. Jones is a Corporate Director. He is a retired executive with extensive experience in the technology industry and demonstrated experience in financial oversight and reporting. Mr. Jones currently serves on the Board of Directors of Olo Inc., a public B2B SaaS company for the restaurant industry. Prior to his retirement, Mr. Jones was CFO of Shopify Inc. He joined Shopify in early 2011 and took the company public in May 2015. Mr. Jones has also held senior executive roles at a number of companies including Mitel Corporation, Newbridge Networks, Watchfire, Quake Technologies. He also co-founded a CFO advisory firm focused on earlier stage technology companies. He is a CPA, CA and holds a Bachelor of Commerce (Honours) from Carleton University and an ICD.D certification from the Institute of Corporate Directors.

(1) As per the guidelines, Mr. Jones has four years from his appointment to acquire the minimum share ownership set out in the guidelines.

THOMAS K. LINTON

Georgia, U.S.A.

Independent Director since: 2020

Age: 63

Mr. Linton is a recognized expert in procurement and supply chain management, most recently serving as the chief procurement and supply chain officer for Flex. He was honored with the Institute of Supply Management’s prestigious J. Shipman Gold Medal in 2019, and the Lifetime Achievement Award from the Procurement Leaders Organization in 2017, and he was inducted into the Chief Procurement Officers Hall of Fame. Mr. Linton spent 20 years at IBM, developing and founding several worldwide trading and technical centers. After leaving IBM, Mr. Linton helped found E2Open, Inc., a supply chain software company. He has served as chief procurement officer at Agere Systems and Freescale Semiconductor, and as executive vice president and chief procurement officer at LG Electronics. He has served on the World Economic Forum’s Global Future Council on Mobility and currently serves as an advisory board member for a number of institutions of higher learning, including the MIT Center for Transportation and Logistics, as well as on several boards in the electronics hardware supply chain. His meeting attendance below is reflective of the meetings occurring after his appointment in 2020.

(1) Mr. Linton was appointed to the Corporation's Board of Directors on May 22 2020. As per the guidelines, Mr. Linton has four years from his appointment to acquire the minimum share ownership set out in the guidelines.

MARTIN D. MC COURT

Issey-les-Moulineaux, France

Independent Director since: 2020

Age: 58

Over a 14-year career as EVP Strategy and M&A, CTO and CMO for Gemalto, Martin Mc Court was instrumental in repositioning Gemalto from smartcards to Digital Security, building a €1 Billion Platform and Services business on top of the historical hardware business. Executing more than 40 acquisitions, Gemalto doubled in size to €3 Billion revenues, creating leadership positions in the adjacent markets for IOT, Cybersecurity and Biometrics. Gemalto was acquired by Thales in 2019. Previously Mr. Mc Court worked for 20 years at Corning Inc., holding a variety of management roles across R&D, Sales & Marketing, Strategy and M&A, most recently as GM of the worldwide network design and installation business. Mr. Mc Court also serves on the board of directors of IDnow GmbH (Germany). Mr. Mc Court holds an MBA from INSEAD, a Ph.D from the Institut National Polytechnique de Grenoble, a B.Eng (Electronics) from University College Dublin and is a graduate of the Harvard Business School Corporate Directors Certificate program. His meeting attendance below is reflective of the meetings which occurred after his appointment in 2020.

(1) Mr. Mc Court was appointed to the Corporation's Board of Directors on May 22 2020. As per the guidelines, Mr. Mc Court has four years from his appointment to acquire the minimum share ownership set out in the guidelines.

LORI M. O'NEILL

Ottawa, Ontario, Canada

Independent Director since: 2019

Age: 55

Lori M. O'Neill is a Corporate Director. Ms. O’Neill is a FCPA, FCA, corporate director and independent financial and governance consultant. She provides governance and financial consulting services to growth companies, after serving over 24 years with Deloitte LLP. As a partner at Deloitte LLP with various national and industry leadership roles, she focused on advising growth companies from start-ups to multinationals, supporting complex transactions, private and public equity offerings, and mergers and acquisitions in Canada and the U.S.  Ms. O'Neill is a board member for Constellation Software Inc., University of Ottawa Heart Institute, Ontario Lottery and Gaming Corporation, Tehema Group (formerly: Pythian Group, Inc.) and Ashbury College. Ms. O’Neill graduated from Carleton University with a Bachelor of Commerce (Highest Honors) in 1988, achieved her CPA, CA designation in 1990, her U.S. CPA designation in 2003, and completed the ICD Director Education Program attaining the ICD.D.

(1) As per the guidelines, Ms. O'Neill has four years from her appointment to acquire the minimum share ownership set out in the guidelines.

THOMAS SIEBER

Zurich, Switzerland

Independent Director since: 2014

Age: 59

Mr. Sieber is a Corporate Director and also currently serves as the Chairman of the Board of the Swiss utility company Axpo Holding AG, a position he has held since March 2016. Mr. Sieber has extensive experience as a technology industry executive with demonstrated expertise in building pan-European enterprise sales channels.  Mr. Sieber was the CEO of Salt Mobile SA (formerly Orange Switzerland) from 2009 to 2012, where he led a successful turnaround of the business and drove the sale process of the company to a new owner.  He then served as Chairman until the end of 2015. Before joining Orange, Mr. Sieber was Executive Vice President of Sales for Fujitsu Siemens Computers. Mr. Sieber started his career at Hewlett-Packard, advancing to General Manager for Small and Medium Enterprise, EMEA, by the time he left the company in 2001. He studied Business Administration at the University of St.Gallen (HSG) in Switzerland, graduating in 1987.  Mr. Sieber also currently serves on the board of directors of the publicly listed Indian IT services company, HCL Technologies.

KENT P. THEXTON

Toronto, Ontario, Canada

Director since: 2005

Age: 58 

Mr. Thexton has been President and Chief Executive Officer of Sierra Wireless since November 2018 and has overall Management responsibility for the Corporation. Prior to assuming the permanent role, he had been serving as interim President and Chief Executive Officer since May 31, 2018 and the non-executive Chair of the Board of Sierra Wireless since February 2016.  From May 2016 until October 2018, he was a Managing Partner of ScaleUP Ventures Inc., a venture capital fund that targets early stage investments in high growth technology companies in large, growing markets that have begun to show traction. From January 2014 to April 2016, Mr. Thexton was Managing Director of OMERS Ventures, the venture capital investment arm of the OMERS Pension Plan. During his career, Mr. Thexton has spent almost 25 years in both founder and operational management positions at growth companies globally including serving as Chief Data and Marketing Officer and board member at European telecom firm O2 Group plc, which sold to Telefonica S.A. in 2005 for $35 billion. Mr. Thexton has been an active and successful angel investor for a number of years and also founded venture-backed i-wireless, which grew to become a leading US MVNO with over one million subscribers.

(1) As per the guidelines, Mr. Thexton has five years from his appointment as President & CEO to acquire the minimum share ownership set out in the guidelines.

MARK TWAALFHOVEN

Phuket, Thailand

Director since: 2020

Age: 60

Mark Twaalfhoven is an international executive with more than 25 years of experience in managing and improving efficiency of complex, global technology organizations. Between 2014 and 2019, Mr. Twaalfhoven served as CEO of Pulse Electronics, where he significantly improved profitability and generated a 15-fold return on invested capital upon sale of the company. Previously, Mr. Twaalfhoven was President at Valuec B.V., a Hong Kong based investment firm focusing on performance improvements of growing technology companies. From 2005 to 2009, Mr. Twaalfhoven led the restructuring and successful turnaround of Teleplan International, a listed company providing total lifecycle care solutions for the computer, mobile phone and consumer industries, where he served as President and CEO. Between 1996 and 2005, Mr. Twaalfhoven served in a number of positions, including Senior Vice President and Corporate Officer of Amphenol Corporation, where he led the development and tenfold growth of its Asian operations. Mr. Twaalfhoven holds a Master of Science in Industrial Engineering from Stanford University, a Bachelor’s Degree in Mechanical Engineering from Purdue University and he completed the Advanced Management Program at Harvard Business School. His meeting attendance below is reflective of the meetings occurring after his appointment in 2020.

(1) Mr. Twaalfhoven was appointed to the Corporation's Board of Directors on May 22 2020. As per the guidelines, Mr. Twaalfhoven has four years from his appointment to acquire the minimum share ownership set out in the guidelines.

GREGORY L. WATERS

Los Gatos, California, U.S.A.

Independent Director since: 2020

Age: 60 

Gregory L. Waters joined the Sierra Wireless Board of Directors in March 2020. Mr. Waters is an experienced corporate director, CEO and advisor, specializing in growth companies associated with IoT and Machine Learning. Mr. Waters also currently serves on the Board of Directors of Mythic, an Artificial Intelligence solutions company, and ON Semiconductor Corporation, a publicly listed semiconductor company . Previously, Mr. Waters was on the board of Mellanox Technologies, Ltd. From 2014 to 2019, he was President, CEO and a member of the Board of Directors of Integrated Device Technology Inc., a global leader in Analog Mixed Signal solutions which was acquired by Renesas Electronics in April 2019. Prior to IDT, Mr. Waters served as Executive Vice President and General Manager for Skyworks Solutions from 2003 to 2012, where he led the company’s wireless businesses to an industry leadership position. He joined Agere Systems Inc in 1998, serving in various roles, including Vice President of the wireless communications business and Vice President of the broadband communications business, and Senior Vice President of Strategy and Business Development, where he played a key role in the company's IPO. He began his career at Texas Instruments Inc. in a variety of management positions in sales, customer design centers and product line management. Mr. Waters has a B.S. in Engineering from the University of Vermont and an M.S. in Computer Science from Northeastern University, with a specialization in Artificial Intelligence. His meeting attendance below is reflective of the meetings occurring after his appointment in 2020.

(1) Mr. Waters was appointed to the Company's Board of Directors on March 23, 2020. As per the guidelines, Mr. Waters has four years from his appointment to acquire the minimum share ownership set out in the guidelines.

None of the nominees for election as a director, except where otherwise specifically indicated, is, as at the date of this Information Circular, or has been, within ten years before the date of this Information Circular, a director or executive officer of any company, including the Corporation, that:

(a)    was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation which, in each case, was in effect for a period of more than 30 consecutive days (each, an “order”) that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(b)    while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

    Lori O’Neill was a director of DragonWave Inc. (“DragonWave”) from June 13, 2013 until July 31, 2017. Ms. O’Neill, together with all the then current directors of DragonWave, resigned from the board of DragonWave on July 31, 2017 upon the appointment by the Ontario Superior Court of Justice of KSV Kofman Inc. as receiver over all of the property and assets of DragonWave on the application of DragonWave’s senior creditors. On July 20, 2017, the Investment Industry Regulatory Organization of Canada suspended trading of DragonWave’s common shares on the TSX and DragonWave’s delisting from the TSX was announced on August 1, 2017, effective August 30, 2017. DragonWave’s delisting from Nasdaq took effect on August 2, 2017.

In addition, none of the nominees for election as a director has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

No proposed director has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Further Information on Proposed Nominees

For further information relating to the proposed nominees, refer to the section entitled "Directors and Executive Officers" in our Annual Information Form ("AIF") dated March 17, 2021. The information included in this Information Circular is current as of the date of this Information Circular. The AIF is available on our website at www.sierrawireless.com/company/investor-information/annual-reports-and-regulatory-filings/ or on SEDAR at www.sedar.com.

Director Attendance and Meetings Held During the Year Ended December 31, 2020

Board members are expected to attend all board meetings and meetings of the committees on which they serve. The following table sets out the attendance, in person and by telephone/video conference, of the Board members currently standing for election, at Board meetings and Board standing committee meetings held during the year ended December 31, 2020. In 2020, one Board meeting was held in person and twelve meetings were held by telephone/video conference.

(1) Mr. Thexton is not independent and is not a member of any Board committee. He attends certain committee meetings in his capacity as President and Chief Executive Officer at the invitation of the respective committee chair.

(2) Mr. Waters joined the Board in March 2020 and was appointed to the Human Resources Committee in March 2020.

(3) Mr. Anderson joined the Board in April 2020 and was appointed to the Human Resources Committee in April 2020.

(4) Ms. Bawa joined the Board in April 2020 and was appointed to the Governance and Nominating Committee in April 2020.

(5) Mr. Linton joined the Board in May 2020 and was appointed to the Audit Committee in May 2020.

(6) Mr. Mc Court joined the Board in May 2020 and was appointed to the Human Resources Committee in May 2020.

(7) Mr. Twaalfhoven joined the Board in May 2020 and was appointed to the Audit Committee in May 2020.

Committee Memberships and Independence Status of Director Board Nominees

    The following table sets out the Board committee memberships and independence status of each director nominee as of the date of this Information Circular.

    The Board determined that each director nominee is independent, except Kent Thexton who is the President and Chief Executive Officer of the Corporation. All members of the Board committees are independent.

For detailed information about how the Board determines director independence, see the section entitled Independence on page 31.

Director Attendance at the 2020 Annual Meeting of Shareholders

The Corporation encourages each member of the Board to attend its annual meeting of Shareholders. At our last meeting held May 21, 2020, all of the current director nominees who were serving on the Board as of that date attended the meeting by video conference given the COVID-19 restrictions in place at the time.

4.    Amendment and Restatement of the 2011 Treasury Based Restricted Share Unit Plan and approval of all unallocated entitlements thereunder

Background

The Corporation implemented the 2011 Treasury Based Restricted Share Unit Plan (the “Treasury RSU Plan”) to further the growth and profitability of the Corporation by increasing long-term incentives and encouraging Common Share ownership on the part of employees, independent contractors and outside directors of the Corporation and its subsidiaries.

The Treasury RSU Plan is an important component of the Corporation's overall compensation program and allows the Corporation to attract, hire and retain skilled employees in a highly competitive environment. The granting of RSUs enables our employees to participate in the long-term growth and performance of the company in alignment with Shareholder value creation. Our employee base is expected to grow over time as the Corporation expands both organically and through acquisition. The continued availability of the Treasury RSU Plan will allow us to incent and retain our valued employees as they execute on the longer term vision for the Company. The unallocated entitlements under the Treasury RSU Plan were last approved by Shareholders on May 17, 2018. Any RSUs granted after May 17, 2021 are conditional upon Shareholders approving the continuation of

the Treasury RSU Plan at the Meeting.

A summary of the key terms of the Treasury RSU Plan is included in Schedule A hereto.

The Treasury RSU Plan is a “rolling” plan as described in section 613 of the TSX Company Manual, and as such, the Corporation must obtain shareholder approval of the unallocated entitlements under the Treasury RSU Plan every three years in accordance with TSX policies. Shareholders will be asked at the Meeting to approve a resolution to amend the Treasury RSU Plan in the form attached to this Information Circular as Appendix A and to approve all unallocated entitlements under the Treasury RSU Plan. The proposed amendments provide that the maximum number of Common Shares issuable pursuant to outstanding awards under the Treasury RSU Plan from time to time will be increased from 4.6% of the issued and outstanding Common Shares from time to time to a maximum of 9.7% of the issued and outstanding Common Shares from time to time. If the proposed amendments

are approved, the aggregate number of Common Shares issuable under the Option Plan and the Treasury RSU Pan, together, may not exceed 9.7% of the Corporation's issued and outstanding Common Shares. As of April 28, 2021, this amendment will result in 3,578,470 Common Shares being subject to issuance under the Treasury RSU Plan. Appendix A also reflects certain housekeeping amendments approved by the Board to reflect the Corporation’s current administrative practices with respect to applicable withholding taxes, for which Shareholder approval is not required.

Approval by Shareholders

The text of the resolution of the Shareholders of the Corporation to approve the Treasury RSU Plan is set forth below:

“BE IT RESOLVED, as an ordinary resolution of the shareholders of Sierra Wireless, Inc. (the “Corporation”), that:

1.The amendments to the 2011 Treasury Based Restricted Share Unit Plan (the “Treasury RSU Plan”) shown in Appendix A attached to the Corporation’s 2021 Management Information Circular be and hereby are approved;

2.The unallocated entitlements under the Treasury RSU Plan are hereby approved and the Corporation will have the ability to grant restricted share units under the Treasury RSU Plan until June 2, 2024, which is the date that is three years from the date of the shareholder meeting at which shareholder approval is being sought; and

3.Any director or officer of the Corporation be and is hereby authorized, for and on behalf of the Corporation, to do all such things and to execute and deliver all such documents and instruments as may be necessary or desirable to give effect to this resolution.”

The persons named in the enclosed form of proxy, if named as proxy, intend to vote FOR the foregoing resolution unless a Shareholder has specified in such Shareholder’s proxy that such Shareholder’s shares are to be voted against such resolution.

In the event that the foregoing resolutions are not passed by the requisite number of votes cast at the Meeting, the Corporation will not have an operative Treasury RSU Plan and therefore the Board will not be able to issue additional restricted share units until such time as another treasury based restricted share unit plan is created and approved, and may consequently have difficulty attracting and retaining high caliber personnel. RSUs previously allocated under the Treasury RSU Plan will continue unaffected by the disapproval of the Treasury RSU Plan resolution; however previously granted RSUs will not be available for re-allocation if they are canceled prior to exercise.

The foregoing resolution must be approved by a simple majority of 50% plus one vote of the votes cast by Shareholders.

5.    Amendment of the Amended and Restated 1997 Stock Option Plan

Background

The Shareholders and directors of the Corporation have previously approved the current Amended and Restated 1997 Stock Option Plan (the “Option Plan”) under which directors, officers and employees of the Corporation may be granted options to acquire Common Shares. The principal purpose of the Option Plan is to provide incentives to attract, retain and motivate high caliber persons whose contributions are important to the success of the Corporation.

A summary of the key terms of the Option Plan is included in Schedule A hereto.

The Option Plan is a “rolling” plan as described in section 613 of the TSX Company Manual, and as such, the Corporation must obtain Shareholder approval of the Option Plan and the unallocated entitlements under the Option Plan every three years in accordance with TSX policies. Shareholders last approved the Option Plan and the unallocated entitlements thereunder on May 21, 2020. At the Meeting, Shareholders will be asked to approve a resolution to amend and restate the Option Plan in the form attached to this Information Circular as Appendix B. The proposed amendments will (a) amend the effective date of the Option Plan from May 17, 2011 to April 28, 2021, the date the Board approved the proposed amendments; and (b) increase the number of Common Shares subject to issuance under the Option Plan from the lesser of (i) a rolling maximum of 8.9% of the issued and outstanding Common Shares from time to time; or (ii) 7,000,000 Common Shares, as provided by the current Option Plan, to a rolling maximum of 9.7% of the issued and outstanding Common Shares from time to time, with a maximum number of 7,000,000 Common Shares that can be issued as "incentive stock options" intended to qualify under section 422 of the US Internal Revenue Code. We have clarified that the 7,000,000 Common Share limit applies solely as a limit on the grant of US tax favoured "incentive stock options" that may be granted under the Option Plan, which is required for compliance with US federal income tax rules, but will not serve as an overall limit on the number of Common Shares that may be granted under the Option Plan.

The 7,000,000 Common Share limit in the current Option Plan described above was originally approved by the Shareholders at the 2008 annual and special meeting of Shareholders. Under the terms of the current Option Plan, the Corporation is currently in excess of the overall limit of 7,000,000 Common Shares by approximately 412,000 Common Shares issuable under options granted to date since the creation of the plan in 1997. The Common Shares issued to date under the current Option Plan do not exceed the 7,000,000 Common Share limit. In addition, the Common Shares issuable under US tax favoured “incentive stock options” granted to date do not exceed the 7,000,000 Common Share limit. Therefore, if the proposed clarifying amendments are passed by the Shareholders at the Meeting, the Corporation would no longer be in excess of any limit on the issuance of Common Shares under the Option Plan.

If the proposed amendments are approved, the aggregate number of Common Shares issuable under the Option Plan and the Treasury RSU Pan, together, may not exceed 9.7% of the Corporation's issued and outstanding Common Shares. As of April 28, 2021, this amendment will result in 3,578,470 Common Shares being subject to issuance under the Option Plan.

Approval by Shareholders

The text of the resolution of the shareholders of the Corporation to approve the Option Plan and all unallocated entitlements is set forth below:

“BE IT RESOLVED, as an ordinary resolution of the shareholders of Sierra Wireless, Inc. (the “Corporation”), that:

1.The amendments to the Amended and Restated 1997 Stock Option Plan (the "Option Plan") shown in Appendix B attached to the Corporation’s 2021 Management Information Circular be and hereby are approved; and

2.Any director or officer of the Corporation be and is hereby authorized, for and on behalf of the Corporation, to do all such things and to execute and deliver all such documents and instruments as may be necessary or desirable to give effect to this resolution.”

The persons named in the enclosed form of proxy, if named as proxy, intend to vote FOR the foregoing resolution unless a Shareholder has specified in such Shareholder’s proxy that such Shareholder’s shares are to be voted against such resolution.

In the event that the foregoing resolutions are not passed by the requisite number of votes cast at the Meeting and the proposed amendments to the Option Plan are not approved, the Corporation will continue to have the ability to settle future stock options granted under the current Option Plan in Common Shares issued from treasury until 2023 when the Option Plan and the unallocated entitlements thereunder will be subject to re-approval by Shareholders in accordance with TSX rules.

The foregoing resolution must be approved by a simple majority of 50% plus one vote of the votes cast by Shareholders.

6.    Advisory Vote on Executive Compensation ("Say on Pay")

    The underlying principle for executive pay throughout the Corporation is “pay-for-performance”. We believe that this philosophy achieves the goal of attracting and retaining excellent employees and executive officers, while rewarding the demonstrated behaviors that reinforce the Corporation’s values and help to deliver on its corporate objectives. A detailed discussion of our executive compensation program is provided in the “Compensation Discussion and Analysis” section of this Information Circular on page 47.

The Board has determined that holding advisory votes on executive compensation (commonly referred to as "Say on Pay") is a governance best practice. This is our fourth year of providing the opportunity for Shareholders to engage on this topic. This non-binding advisory vote on executive compensation will provide you as a Shareholder with the opportunity to vote “FOR” or “AGAINST” our approach to executive compensation. The text of the resolution of the Shareholders of the Corporation to accept, on an advisory basis, the Corporation’s approach to executive compensation is set forth below:

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of Sierra Wireless, Inc. (the “Corporation”), that the shareholders of the Corporation accept the approach to executive compensation disclosed in the Corporation’s 2021 Management Information Circular.”

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will consider the outcome of the vote as part of its ongoing review of executive compensation. The Board believes that it is essential for the Shareholders to be well informed of the Corporation’s approach to executive compensation and considers this advisory vote to be an important part of the ongoing process of engagement between the Shareholders and the Board.

The persons named in the enclosed form of proxy, if named as proxy, intend to vote FOR the foregoing resolution unless a Shareholder has specified in such Shareholder’s proxy that such Shareholder’s shares are to be voted against such resolution.

7.    Other Matters

The Corporation knows of no other matters to be submitted to the Shareholders at the Meeting. If any other matters properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the proxy.

Statement of Corporate Governance Practices

We are committed to corporate governance practices that enhance the interest of our Shareholders, employees, customers, suppliers and other stakeholders.  Our corporate governance practices provide a solid basis on which we oversee and conduct the operations of our business.  Some of these practices include:

(a)     separating the role of the President and Chief Executive Officer from that of the Chair of the Board;

(b)      conducting in-camera sessions at each meeting of the Board and each Board committee meeting, where Board and committee members meet separately without management present;

(c)      having both the external auditor and the Company’s senior risk management executive report to the Audit Committee; and

(d)      conducting in-camera sessions at each quarterly Audit Committee meeting where committee members meet separately with the external auditor and the senior risk management executive without management present.

At least annually, the Governance and Nominating Committee assesses emerging governance best practices and where appropriate, governance practices are enhanced.

This section discusses our governance approach, policies and practices.  It also describes the role and functioning of the Board and the three standing Board committees.  A copy of the mandates of the Board and the three standing committees of the Board can be found at www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/.

The Corporation is a Canadian reporting issuer with its Common Shares listed on the TSX and the NASDAQ Global Market.  In Canada, we are subject to securities regulations that impose on us a requirement to disclose certain corporate governance practices that we have adopted. Canadian regulations also provide guidance on various corporate governance practices that corporations like ours should adopt. The Corporation also monitors corporate governance developments in Canada and adopts best practices where such practices are aligned with our values and our goal of continuous improvement. Pursuant to an exemption granted by NASDAQ, we are permitted to follow our home country governance regulations with respect to quorum requirements, rather than those set forth by NASDAQ.

Our corporate governance disclosure obligations are set out in National Instrument 58-101 - Disclosure of Corporate Governance Practices, National Policy 58-201 - Corporate Governance Guidelines and Multilateral Instrument 52-110 - Audit Committees.  These instruments set out a series of guidelines and requirements for effective corporate governance (collectively, the “Guidelines”). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of Board members.

Board of Directors

The Board oversees our business and the conduct of business by senior management and acts in accordance with the CBCA, the Restated Articles of Incorporation and By-laws of the Corporation, all other applicable statutory and legal requirements, our policies, the written mandate of the Board and Board committees and our Code of Business Conduct.

The Board presently consists of twelve directors, eleven of whom will be standing for election at the Meeting.  Mr. Aasen is retiring as a director and not standing for re-election. Board size and composition are reviewed annually based on changes in legal requirements, best practices, the skills and experiences required to enhance the Board’s effectiveness and the number of directors needed to discharge the duties of the Board and its

committees effectively. Current information about each of the eleven nominee directors can be found on pages 11 to 21 of this Information Circular.

Independence

Acting on the recommendation of the Governance and Nominating Committee, the Board determines whether or not each director is independent.  Based on information provided by each director, the Board considers all of the relationships each director has with the Corporation in light of the independence standards described in section 1.4 of National Instrument 52-110 - Audit Committees.  A director is considered independent only where the Board affirmatively determines that the director has no material relationship with the Corporation. The Board has determined that, of our twelve current directors, eleven directors, or 92%, are independent directors under the standards described in section 1.4 of National Instrument 52-110 - Audit Committees.  Kent P. Thexton is the Corporation’s President and Chief Executive Officer and is not considered to be independent under these rules.  Each of the Audit, Human Resources and Governance and Nominating Committees consist entirely of independent directors.

Independent Chair

We believe that the separation of the position of President and Chief Executive Officer from that of the Chair of the Board enhances the Board’s independence.  For this reason, our Board is led by a non-executive, independent director, Robin A. Abrams. The Chair of the Board is responsible for the overall leadership and management of the Board.  According to the position description, the key responsibilities of the Chair of the Board include:

•providing leadership to enhance Board effectiveness;

•managing the activities of the Board and ensuring coordination among committees of the Board;

•ensuring that the respective roles of the Board and management are well delineated;

•acting as a liaison between the Board and management;

•ensuring that the Board has the information it needs to be effective;

•ensuring that the Board monitors the achievement of the aims, strategy and policies of the Corporation;

•representing the Corporation on particular matters identified by the Board or management with stakeholders; and

•leading by example and setting a high standard of integrity.

Refer to the tables under “Business of the Meeting - Election of Directors - Director Nominees” for information related to director attendance at meetings of the Board and the three standing committees.

In Camera Sessions

It is the practice of the Board for the independent directors to meet without management at each Board and committee meeting.  In 2020, there was an in camera session as part of every regularly scheduled Board meeting as well as every standing committee meeting. During these sessions, the independent directors discuss, among other things, business execution and implementation by management.  The Chair of the Board communicates with management regarding the discussions of the independent directors where appropriate.

Interlocking Directorships

The following directors of the Corporation currently serve together on interlocking Boards:

•Robin A. Abrams and Thomas Sieber serve together on the Board of HCL Technologies.

•Robin A. Abrams and James R. Anderson serve together on the Board of Lattice Semiconductor Corporation.

Role of the Board

Board Mandate

The roles and responsibilities of the Board are set out in the Board Mandate, the full text of which is posted on our website at

www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/ and on SEDAR at www.sedar.com.

The Governance and Nominating Committee is responsible for reviewing and assessing the adequacy of the Board Mandate on an annual basis.

Strategic Planning

Management is responsible for developing the strategic plan, which it presents to the Board each year for approval.  During 2020, the Board held one meeting to specifically discuss the strategic plan and other strategic issues such as corporate opportunities and the main risks facing our business. Ad hoc committees to consider strategic alternatives may be formed from time to time. Performance against the strategic plan and other strategic issues are discussed at each Board meeting.

Risk Management

The Board is responsible for overseeing risk and the risk management process including:

•ensuring that our principal risks are identified and that an appropriate process is in place for risk assessment and risk management;

•monitoring our risk management process; and

•seeking assurance that our internal control and management information systems are effective.

The Board has delegated specific risk management responsibilities to the Audit Committee.  The Head of Risk and Internal Audit reports directly to the Chair of the Audit Committee.  During 2020, the Audit Committee received regular reports from the Head of Risk and Internal Audit at which time risk management activities were discussed including observations and assessments of the Corporation’s systems of governance, risk management and compliance. In addition, during 2020, the Audit Committee held three meetings during which extensive portions of the agenda were devoted to risk management and related topics. The Audit Committee provides updates on risk management to the full Board as warranted and, in any case, no less frequently than annually.

We use an enterprise risk management framework to effectively identify, prioritize, mitigate and monitor significant risks facing the Corporation, and to provide comprehensive reporting to the Audit Committee and the Board.

Our enterprise risk management process includes setting policy and strategy for integrating risk management culture, capabilities and practices throughout the organization with the purpose of managing risk and of identifying and validating risks and mitigation activities.

Internal Controls

The Board and Audit Committee are responsible for monitoring the integrity of our internal controls and management information systems.  The Audit Committee is responsible for overseeing the process for ensuring that the Corporation has effective internal controls, including controls over accounting and financial reporting systems.

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.  During 2020, management evaluated the effectiveness of our internal controls over financial reporting and concluded the internal controls over financial reporting were effective as at December 31, 2020.

During 2020, the Head of Risk and Internal Audit provided reports, on four occasions, to the Audit Committee on management’s internal control compliance activities.

Management Succession Planning

  The Board is responsible for ensuring that adequate succession planning measures are in place for the CEO. During 2020, the Board met and performed a succession assessment of the CEO.  The Board also reviewed the CEO’s assessment of the succession plans for the Corporation’s senior executives.  The assessment included an analysis of potential CEO successors identified within the organization.  The assessment also included a review of developmental plans where training or experience will be sought for identified succession candidates to enable their successful advancement. More broadly, developing internal talent is a strategic priority for the organization. In order to support our growth initiatives, we recognize the need for a strong bench of internal candidates for every key leadership position. As such, development plans are put in place for high potential and succession candidates.

Position Descriptions

The Board has adopted and approved written position descriptions for the Chair of the Board and the chair of each standing committee of the Board as follows:

•Position Description — Chair, Governance and Nominating Committee;

•Position Description — Chair, Audit Committee; and

•Position Description — Chair, Human Resources Committee.

Each committee chair position description sets out the qualifications to be met to be appointed chair of the particular committee and the responsibilities and specific duties of the chair.

The full text of the position descriptions for the Chair of the Board and for the chair of each of the three standing committees are posted on our website at www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/.

Chief Executive Officer 

The CEO is appointed by the Board and is responsible for managing the affairs of the Corporation. His key responsibilities include setting the vision for the Corporation, focusing on creating value for Shareholders and developing and implementing a strategic plan that is consistent with the corporate vision. In January 2021, following the announcement by Kent Thexton that he plans to retire from his position as President and CEO of the corporation, the board delegated the search for a new President and CEO to a special committee created for such purpose. This search committee was comprised of 5 independent directors, Mr. Sieber (Chair), Ms. Abrams, Ms. Bawa, Mr. Jones and Mr. Waters, who are currently reviewing candidates selected by an independent search firm and will make recommendations to the Board once they have completed their review. Mr. Thexton has committed to remain with the Corporation until June 30, or later if required, to allow his successor to be hired and to support an orderly transition.

The Board has developed and approved a position description for the CEO of the Corporation, setting out the duties, roles and responsibilities of the CEO, including the following:

•developing, implementing and assessing the effectiveness of corporate strategy and business plans;

•providing executive leadership to the Corporation and achieving the results targeted in the corporate strategy and business plans;

•representing the Corporation in communications with stakeholders including Shareholders, customers, suppliers, partners, employees, governments, regulators, industry, community and others;

•recruiting, retaining, assessing the performance of and developing a high caliber executive team, key employees and their successors;

•establishing and maintaining corporate policies and culture, leading by example and setting a high standard of integrity in all aspects of the business; and

•promoting programs that deliver Shareholder value in excess of that of our peers.

Orientation and Continuing Education

    The Governance and Nominating Committee provides leadership for the Board’s director orientation and education programs for new members of the Board. In this regard, the Governance and Nominating Committee ensures that each new director fully understands the role of the Board, the Board committees, his or her responsibilities and liabilities associated with being a director of the Corporation and a member of a committee and the nature and operation of the Corporation's business.  This is accomplished by an orientation program that includes meetings with the Chair of the Board, committee chairs, management, external audit and, where necessary, with industry subject matter experts to better understand the nature and operation of our business, our products and our corporate governance standards.  New directors are provided with key information about the Corporation along with other information designed to help directors familiarize themselves with our business, our organization, our policies and our operations.

The Governance and Nominating Committee is also responsible for providing oversight on education for directors to ensure that the directors acquire and maintain skills and knowledge relevant to the performance of their duties as directors. Each Board member is expected to ensure that his or her knowledge and understanding of our business remains current. In 2020, management made regular business update presentations to the Board. In addition to the ongoing reporting on the business, these presentations included information on industry and market developments, competitive positioning and product & service developments. Strategy sessions were also conducted and information provided at these meetings included broad market & industry overviews, market positioning, ecosystem trends, technology landscape and longer term product & service strategy. In years not

affected by a global pandemic, directors hold meetings from time to time in locations where the Corporation has operations and as part of these meetings, the directors are able to review the Corporation's activities first-hand. In addition to these scheduled events, the directors are invited to tour the Corporation’s facilities and meet with executive and operational management at their convenience. Such on-site visits were not possible during the majority of 2020, but contact with executive and operational management were organized via video conference. Once or twice per year, the Board organizes director education sessions dedicated to current topics of relevance to the Corporation's business. In 2020, the directors each invested several days, on average, attending courses and seminars covering the following topics:

•CPA-related annual Continuing Professional Development;

•Various Cyber Topics, Enterprise Risk Management, Strategy Oversight and Canadian Proxy Updates;

•COVID-19 implications for various aspects affecting corporations;

•Board Governance Practices, Women on Boards and Board Transitions;

•Geo-Political Risks and Global Economic Forecast;

•CEO/Board Relationship and Executive Compensation;

•Capital Allocation and Shareholder Activism; and

•Diversity and Inclusion.

In March 2020 the Board approved and the Corporation implemented a Director Education Policy to help ensure that the Corporation’s directors are provided with ongoing education relating to the Corporation’s business and industry, as well as various other topics such as corporate governance, risk management and such broader topics as each director deems appropriate to enhance his or her effectiveness. Each Board member is expected to ensure that his or her knowledge and understanding of our business remains current. Pursuant to this policy, the Corporation will reimburse directors for the reasonable costs of attending director education programs.

Ethical Business Conduct

A strong culture of ethical business conduct is essential to governance.  We are committed to conducting business ethically, honestly and in full compliance with all applicable laws and regulations, including anti-bribery and corruption laws and regulations.

Code of Business Conduct

The Board has a written Code of Business Conduct (the “Code”) which sets out the standards of business practice and principles of behaviour with which we expect every director, officer, employee and contractor of the Corporation and its subsidiaries to comply.  The Code describes our commitment to conducting business in accordance with the highest standards of business conduct and ethics and is designed to work in conjunction with our other key policies including the Corporation's:

•Procedures for Reporting Concerns to the Audit Committee;

•Insider Trading Policy;

•Disclosure Policy;

•Privacy Policy;

•Information Security Policy;

•Anti-Bribery and Corruption Policy;

•Anti-Hedging Policy for Directors and Officers;

•Harassment and Discrimination Prevention Policy;

•Board & Senior Management Diversity Policy; and

•Confidentiality and Conflict of Interest Agreements executed by each employee.

Each director, officer, employee and independent contractor of the Corporation acknowledges in writing that they have read, understood and agree to comply with our Code of Business Conduct at the time of appointment, first hire or engagement.  In addition, each year, all employees and directors are required to confirm that they are following the Code.  The compliance process is enhanced by regular employee training and awareness sessions.

The Code includes our expectations of conduct in the following areas:

•upholding and respecting human rights;

•complying with the law and conducting business with integrity;

•avoiding conflicts of interest;

•use of corporate property including electronic devices;

•confidentiality; and

•accuracy of records and reports.

The full text of the Code is filed on SEDAR at www.sedar.com and is posted on our website at www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/.

Code Compliance and Monitoring

The Code is reviewed annually by the Governance and Nominating Committee.  Updates, if any, are submitted to the Board for approval.  The most recent update to the Code updated and clarified provisions related to our Anti-Bribery and Corruption Policy and was approved by the Board in March 2021.  The Board has delegated oversight of compliance with the Code to the Audit Committee.

In accordance with the Code and the CBCA, each director and officer is required to disclose to the Corporation, in writing, the nature and extent of any interest he or she has in each material contract or material transaction made or proposed with the Corporation.  Our Code requires that each director and officer make this disclosure in an appropriate and timely manner, as required by law.  In accordance with the CBCA, the director who is required to make such a disclosure may not vote on any resolution to approve the contract or transaction, except in certain, limited circumstances.

The Code requires that all suspected or potential violations of the Code must be reported to the appropriate person.  Reports can be made orally, in writing, or by utilizing the Corporation’s business conduct helpline, which provides individuals with the option of making an anonymous report if desired and also provides for direct access to the Chair of the Audit Committee.  Questions regarding the Code may be addressed to any member of senior management.  Violations of the Code will not be tolerated and the Code describes the sanctions for its violation.  Reports of violations of the Code are monitored by the Audit Committee and reviewed quarterly in accordance with the Audit Committee’s mandate.

The integrity of our financial information is of paramount importance.  The Corporation’s Procedures for Reporting Concerns to the Audit Committee set out the procedures to address any complaints by employees of the Corporation concerning our accounting practices, internal controls or auditing matters and includes direct reporting (openly or anonymously) to the Chair of the Audit Committee. Any concerns related to these matters are monitored by the Audit Committee and reviewed quarterly in accordance with the Audit Committee’s mandate.

For the financial year ended December 31, 2020, no waivers from the Code were requested by any director or executive officer.

Anti-Bribery and Corruption Policy

    Our Anti-Bribery and Corruption Policy sets out our commitment to compliance with Canada’s Corruption of Foreign Public Officials Act and Criminal Code, the Foreign Corrupt Practices Act of the U.S., the UK Anti-Bribery Act, EU Anti-Corruption legislation and any local anti-bribery or anti-corruption laws that may be applicable (collectively, Anti-Corruption Laws"). This Policy supplements the Code of Business Conduct and provides guidelines for compliance with the Anti-Corruption Laws along with definitions of bribery and corruption. The Anti-Bribery and Corruption Policy was updated by the Board in March 2021 to define the broad categories of individuals who may be considered to be government officials under Anti-Corruption Laws and to provide more robust guidance with respect to interactions with government officials to ensure compliance with Anti-Corruption Laws.

Anti-Hedging Policy for Directors and Officers

    Our Anti-Hedging Policy for Directors and Officers prohibits directors and officers from engaging in any kind of transaction, or purchase of any kind of financial instrument, that is designed or would have the effect of hedging the value of equity or other securities granted to, or held by such person or that could reduce or limit such person’s economic risk with respect to such person’s holdings, ownership or interest in or to any equity or other securities of the Company, including without limitation outstanding stock options, restricted share units, or other compensation awards the value of which are derived from, referenced to or based on the value or market price of securities of the Corporation.

Disclosure Policy

Our Disclosure Policy, originally adopted by the Board in 2011, sets out our commitment to communicating openly and in a timely manner with Shareholders, employees and the public.  This Policy was updated by the Board in March 2021 to include certain unwritten practices to support a consistent approach to disclosure practices throughout the Corporation. Disclosure practices are monitored by the Corporation’s disclosure committee comprised of the CEO and the CFO.  The disclosure committee is responsible for:

•reviewing all news releases and public filings containing material information prior to their release and ensuring the information is timely, informative and accurate;

•disseminating information in accordance with all applicable legal and regulatory requirements;

•evaluating the design and effectiveness of our disclosure controls and procedures such that they continue to provide reasonable assurance that information is gathered accurately and on a timely basis; and

•reviewing and updating the disclosure policy, if necessary, and reporting to the Governance and Nominating Committee.

Our website has information for Shareholders, investment analysts, the media and the public.  Our CEO and CFO meet regularly with investment analysts and investors via numerous means including conference calls, speaking engagements at conferences and one-on-one meetings.

Executive Compensation Clawback Policy

    In April 2017, the Board approved the Corporation's Executive Compensation Clawback Policy which allows the Corporation to recover performance-based compensation from the Corporation's executives, including all vice-presidents, senior vice-presidents and C-level executives, in the event of a restatement of the Corporation's previous financial results (other than a restatement caused by a change in applicable accounting

rules or interpretations), the result of which is that if any performance-based compensation paid, whether cash or equity based, would have been a lower amount had it been calculated based on such restated results, then the policy allows the corporation to recover the difference.

Compensation

In consultation with the Chair of the Board, the Human Resources Committee annually reviews the compensation of the Board.  The Committee regularly consults with third party consultants to determine compensation that is commensurate with the nature of the Corporation’s business, the risks associated with Board membership, the mandates of Committees and their members along with the additional responsibilities placed upon the Chair of the Board and the chairs of our standing and ad hoc committees.

Refer to the section entitled “Director Compensation” of this Information Circular for additional information on compensation received by members of the Board of Directors in 2020.

Committees of the Board

The Board carries out its responsibilities directly and through its committees, which make recommendations to the Board for approval.  The Board has three standing committees, all of which are comprised of independent directors:

•the Governance and Nominating Committee;

•the Human Resources Committee; and

•the Audit Committee.

Also, ad hoc committees are formed as required from time to time.

Governance and Nominating Committee

The Governance and Nominating Committee (the "GNC") is comprised of four independent directors: Mr. Sieber (Chair), Ms. Abrams, Mr. Jones and Ms. Bawa.

Working with the Chair of the Board, the GNC annually completes an assessment of Board, Board Committee, Chair of the Board and individual Board Member effectiveness employing questionnaires to which individual Board members respond (collectively the "Effectiveness Survey"). The Effectiveness Survey is compiled and scored by the GNC. The Effectiveness Survey consists of 3 parts:

•Board and Board committee effectiveness

◦Each director scores each board committee and the entire Board across a number of parameters, scores are aggregated and benchmarked for analysis by the GNC.

◦Each director responds to a questionnaire and responses are aggregated for analysis by the GNC.

◦The Chair of the Board interviews each of the directors and prepares a report for the GNC.

•Chair of the Board effectiveness

◦Each director scores the Chair of the Board across a number of parameters and the results are provided to the GNC Chair and the Human Resources Committee Chair for analysis and further action.

• Individual director effectiveness

◦The Chair of the Board interviews each director.

The results of the Effectiveness Survey are reviewed individually with the Board Chair, each Board committee chair and the Board as a whole, and corrective actions are taken as necessary. After completing the 2020 Effectiveness Survey, and in light of the addition of a new Board member in 2019 and five new Board members in 2020, the GNC and the Board believe that the composition of the Board, as well as the mix of talents, depth of experience and skills represented by Board members are well suited to the Corporation's current circumstances and its needs for sound governance, effective decision-making and efficient operation of its Board.

On a periodic basis, the GNC reviews the credentials, background, experience and skills of the Board and compares this with the needs of the Company after reviewing: Company strategy, regulatory requirements, Board tenure and committee rotation. Should the GNC determine the Corporation requires changes to the Board membership, a recommendation is made to the Board and the GNC begins a recruiting process. In 2020, the GNC continued the Board Transition Process by identifying potential candidates as future director nominees in light of changing technology, governance requirements and future Board changes. As a result, in the early months of 2020, several recommendations were made to the Board. In March 2020, a new member was appointed to the Board (Mr. Waters). In April 2020, two new members were appointed to the Board (Mr. Anderson and Ms. Bawa) to fill the vacancies on the Board following the resignations of two Board members (Mr. Cataford and Ms. Chik) that same month. Following approval of the Board expansion resolution by the Shareholders at the 2020 Annual General and Special Meeting, which resolution amended the Articles to provide for a maximum of twelve directors, three additional members were appointed to the Board (Mr. Mc Court, Mr. Linton and Mr. Twaalfhoven).

The process to nominate a new director begins with the GNC creating a candidate specification which, once approved by the Board, forms the basis for the recruiting strategy - either the selection of a recruiting firm or a Company staffed search. The next step is the creation of a "long-list" of candidates which takes into consideration knowledge of the industry and business, professional background of the individual and how that would fit with the competencies and skills of the existing directors, the integrity of the candidate, corporate governance experience, the ability to make the appropriate time commitment, background, race, age and gender. The Board seeks candidates to fill gaps in skills which are identified as a result of a Board skills matrix which is reviewed and updated annually by the GNC in consultation with all members of the Board. With the addition of one new director in 2019, six new directors in 2020 and the resignation of two directors prior to the 2020 Annual General and Special Meeting, the Board was able to assure succession to the chair of the Audit Committee and Human Resources Committee and strengthen key strategic skills while substantially reducing Board tenure. The matrix below shows the Board's mix of skills based on information provided by individual directors.

During 2020, the GNC met five times and, among other things, completed the following activities:

•recruited Mr. Waters, Ms. Bawa, Mr. Anderson, Mr. Mc Court, Mr. Linton and Mr. Twaalfhoven as independent directors of the Board;

•reviewed the mandate of the GNC and modified the work plan;

•reviewed the position descriptions of the Chair of the Board and Board committee Chairs and discussed Board Chair succession;

•completed the Effectiveness Survey process as described above;

•prepared an updated Board skills matrix to identify gaps in director skillsets;

•reviewed the Corporation’s Code of Business Conduct and other significant corporate policies including the Disclosure Policy, the Insider Trading Policy and the Board & Senior Management Diversity Policy;

•reviewed management's determination of the Corporation's Foreign Private Issuer status;

•reviewed updates provided by Canadian and United States counsel regarding regulatory compliance, trends and best practices in corporate governance;

•reviewed the engagement of outside advisors by the Board and committees;

•provided oversight with respect to the Corporation’s diversity targets and programs; and

•reviewed the Corporation’s corporate social responsibility plans and targets.

The specific responsibilities, powers and operation of the Governance and Nominating Committee are set out in its mandate which can be found on the Corporation’s website at www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/.

Human Resources Committee

The Human Resources Committee ("HRC") is currently comprised of five independent directors: Mr. Waters (Chair), Mr. Aasen , Ms. O’Neill, Mr. Mc Court and Mr. Anderson. Mr. Aasen transitioned the Chair role to Mr. Waters in September 2020. Mr. Aasen will be retiring as a director and is not standing for re-election at the Meeting.

The HRC is responsible for determining the executive compensation programs for all directors and executive officers of the Corporation, except for the CEO, whose compensation is approved by the Board.  The HRC is also responsible for certain aspects of the compensation programs for non-executive employees such as stock-based compensation and short-term incentive program oversight.  The HRC also reviews the position descriptions and development plans for senior management, ensuring that the Corporation has in place succession plans to maintain a strong management talent pipeline for the future. The HRC monitors the Corporation’s management diversity programs and targets.

The Mandate of the HRC prohibits a director from serving as a member of the Committee if that director has been, in the past three years or is currently, part of an interlocking directorate in which he or she serves on the compensation committee of another company and any director of the Corporation is an employee of such other company. The mandate also prevents a director from serving as a member of the Committee if in the past 5 years they have held the office of President & CEO or CFO, unless it was on an interim basis in which case the exclusion is for 1 year. The mandate of the HRC requires that a non-management executive session be held at each regularly scheduled meeting.

Current members of the HRC are well versed in contemporary executive compensation programs and issues.  All members have experience in executive compensation matters, including involvement in compensation matters of other public companies.  This experience allows the Committee to understand current best practices, risk reduction strategies, legal framework and disclosure obligations related to executive compensation.

During 2020, the Committee met ten times and, among other things, completed the following activities:

•reviewed the CEO’s position description and senior executive organization structure;

•reviewed the development plans of senior management;

•reviewed progress against senior management diversity objectives;

•managed the 360 degree assessment process for the CEO;

•provided oversight of the process to review executive and board compensation;

•analyzed the results of the compensation studies and determined remuneration for directors and executives;

•reviewed and recommended for approval to the Board the CEO's compensation;

•determined the semi-annual and annual incentive plan targets and objectives for executives;

•reviewed and approved semi-annual and annual achievement of incentive plan targets; and

•determined stock based compensation grants and oversaw the administration of the stock-based compensation program.

The specific responsibilities, powers and operation of the HRC are set out in its mandate, a copy of which can be found on the Corporation’s website at www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/.

Audit Committee

The Audit Committee is currently comprised of five independent directors: Ms. O'Neill (Chair), Mr. Jones, Mr. Sieber. Mr. Linton and Mr. Twaalfhoven. Mr. Linton and Mr. Twaalfhoven were appointed to the Board and joined as members of the Audit Committee on May 21, 2020. All of the current members of the Audit Committee are independent directors as defined in NI 52-110. The Board of Directors has determined that Ms. O'Neill, Mr. Jones and Mr. Sieber are all Audit Committee financial experts within the meaning of General Instruction B(8)(b) of Form 40-F. The Securities and Exchange Commission (“SEC”) has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee or board of directors who do not carry this designation or identification, or affect the duties, obligations or liabilities of any other member of the audit committee or board of directors.

The Mandate of the Audit Committee describes the key functions of the Audit Committee including review of the Corporation’s financial statements and statutory filings, recommendation and management of the Corporation’s external auditors, monitoring of our internal control and risk management programs, and monitoring of compliance with several of our policies. As part of its oversight of the Corporation's risk management programs, the Audit Committee reviews the Corporation's information security risk management program and is briefed by senior leadership at least once annually on such matters. One member of the Audit Committee (Mr. Twaalfhoven) and an additional two members of the Board (Ms. Bawa and Mr. Mc Court) have information security experience.

During 2020, the Audit Committee met eight times and, among other things, completed the following activities:

•reviewed the Committee’s mandate to confirm that the mandate reflects leading practices for Audit Committees and to ensure that meeting agendas covered all relevant topics;

•assessed the performance, independence and financial literacy of the Committee members, along with Committee effectiveness;

•completed quarterly private meetings with the external auditors without management being present;

•reviewed the performance, independence, internal controls, partner rotation and fees of the external auditors;

•on a quarterly basis approved quarterly financial disclosure including financial statements, MD&A, and guidance;

•engaged with management and the external auditors with regard to significant estimates and areas of judgment regarding accounting principles and financial statement presentation including:

•inventory reserves and purchase commitments;

•warranty reserves;

•carrying value of goodwill and intangibles;

•contingent royalty reserves;

•accounts receivable and allowance for doubtful accounts; and

•litigation provisions;

•reviewed and recommended for approval to the Board, annual financial disclosure including financial statements and MD&A;

•reviewed reports from the external auditors;

•reviewed the adequacy of the Corporation’s internal controls and disclosure procedures along with management’s activities undertaken to assess internal controls and disclosure controls;

•reviewed the activities and adequacy of the Corporation’s risk management program, delivering updates on identified risks and mitigation plans to the Board;

•determined and approved remuneration of the Corporation’s external auditors;

•completed private meetings with the Corporation’s senior risk management executive without management being present;

•reviewed the Company’s anti-fraud programs and provided oversight for the Company’s ethics compliance activities including the Company’s “whistleblower” hotline; and

•at least quarterly, provided the Board with an update on the Committee's activities.

Of the eight meetings held in 2020, four were "off-cycle" meetings which were held specifically to address relevant risk management, internal control and financial reporting topics. During these meetings, management presented reports and updates to the Audit Committee on the following topics:

•product and network security initiatives;

•information security initiatives and risks;

•corporate IT landscape;

•litigation updates;

•foreign exchange risk and hedging strategy;

•capital allocation;

•M2M integration update;

•discontinued operations and segmented business disclosures;

•the impact of various regulatory changes;

•emerging business risks;

•the process for implementation of the new accounting rules for leases and credit losses on financial instruments; and

•corporate structure and taxation changes.

Further disclosure concerning the composition, responsibilities, powers and operation of the Board’s Audit Committee and the relevant education and experience of the members of the Audit Committee, including a copy

of the Committee’s mandate, is set out in the Corporation’s AIF under the heading “Audit Committee”.  The AIF is available on our website at www.sierrawireless.com/company/investor-information/annual-reports-and-regulatory-filings/ or on SEDAR at www.sedar.com.

Other Committees

The Governance and Nominating Committee, the Human Resources Committee and the Audit Committee are the only standing committees of the Board.  From time to time the Board creates ad hoc committees charged with specific activities that are relevant in discharging the Board’s overall responsibilities, such as review of strategic opportunities and evaluation of certain risk areas.  Ad hoc committees are comprised of directors based on their personal and professional experience to address the task at hand.

Director Tenure

The Corporation does not impose arbitrary director term limits as a way to retire non-performing directors. The Board is concerned that such limits may serve to remove high performing directors as well as directors with unique and critical skill sets based solely on tenure. Instead, the Board:

•has implemented a policy of mandatory retirement at age 70 for all Board members;

•has a rigorous process of annual Board peer evaluations that allows the Board (or in the case of the evaluation of the Chair of the Board, the Chairs of the GNC and HRC) to have a clear understanding of each director's contributions before recommending a list of nominees for Shareholder approval;

•ensures that, in choosing prospective directors, it is focused appropriately on skills and experience critical to the Board's responsibilities, including assessing and providing input on the Corporation's strategic and operating activities; and

•has implemented from time-to-time a rotation of Committee membership, Chair of the Board appointment and Committee Chair appointments.

In addition, at every GNC meeting, the members discuss in-camera the new skills which are needed to address the challenges facing the Corporation and whether the current Board composition is adequate. The GNC has developed a Board Transition Plan which addresses new key skill areas as well as director tenure. The GNC maintains, at all times and consistent with the Corporation's diversity objectives, a list of a limited pool of potential new candidates to draw upon in the event changes are required.

Diversity Policy

In early 2015 the Board approved and the Corporation implemented a Board Diversity Policy (the “Diversity Policy”). By defining the Corporation’s policy with respect to diversity on the Board and in senior management positions at the Corporation, the Diversity Policy aims to further the Corporation’s commitment to a merit-based system for the composition of the Board and its senior management team, within a diverse and inclusive culture that solicits multiple perspectives and views, free of conscious or unconscious bias and discrimination.

In early 2019 revisions were made to the Diversity Policy, including the establishment of more specific targets related to gender diversity and consolidating the Board and Executive Diversity policies into one comprehensive policy, the Board and Senior Management Diversity Policy. In March 2020, further revisions were made to the Diversity Policy, including broadening the diversity criteria that the GNC and Board will consider in supporting the Corporation’s diversity objectives to include Aboriginal peoples, persons with disabilities and members of visible minorities. A copy of our Diversity Policy can be found at

www.sierrawireless.com/company/investor-information/board-of-directors-and-governance/.

In creating an effective Board, the Corporation identifies, nominates and retains high quality directors. The Board considers the level of representation of women on the Board as a way to increase overall Board effectiveness. The Board also considers other diversity criteria including: Aboriginal peoples, persons with disabilities and members of visible minorities. For new director searches, the Diversity Policy requires that the candidates include candidates from diverse backgrounds generally and multiple women candidates in particular.

The GNC reviews the Diversity Policy annually and assesses the effectiveness of the existing procedures for Board appointments in terms of achieving the Corporation’s overall goals for good governance, including objectives for Board diversity. The GNC monitors the progress of Board diversity targets at each of their regularly scheduled quarterly meetings. Under the Diversity Policy the HRC is charged with assessing the effectiveness of the procedures for executive appointments in terms of achieving the Corporation's goals for diversity. A target was set in early 2019 for the Corporation to reach 20% gender diversity in the Senior Management team by the end of 2022. Recruitment targets to support this target are established annually and a number of programs have been introduced to promote the retention and promotion of women to more advanced leadership roles within the Corporation (e.g. Executive Mentorship Program). To date, the Corporation is on track to meet its goal.

In March 2021, the Board approved updates to the Diversity Policy. As part of the updated Diversity Policy, the Corporation has adopted a target for women to represent at least 30% of all the directors on the Board by 2024. During 2019, the Corporation added one additional female Board member (Lori O’Neill) and in April 2020, the Corporation added one new female Board member (Karima Bawa) to fill the vacancy created by the resignation of another female member (Joy Chik). Currently, three of the twelve members of the Board are women, representing 25% of the Corporation's directors. However this percentage will increase to 27% should all directors nominated for election be elected by the Shareholders at the Meeting.

In addition, the Corporation recognizes the value of increasing the level of diversity in executive officer and senior leadership positions and considers diversity criteria, including the level of representation of women, Aboriginal peoples, persons with disabilities and members of visible minorities, when considering the optimum composition of its Senior Management team. As part of the 2019 revisions to the Diversity Policy, the Corporation set itself a target to significantly increase the number of women in senior management positions to 20% of the total of such positions by 2022. During 2020, two women were promoted to the Executive Leadership team, Jennifer Farac, General Counsel and Corporate Secretary of the Corporation joined in April 2020 and Rupal Nanavati, VP & GM IoT Applications, joined in October 2020. The Corporation currently has one female executive officer (as that term is defined in National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”)); however, the Executive Leadership team currently has two out of eleven (18%) female members (Ms. Farac and Ms. Nanavati).

Among other things, the Diversity Policy requires that for each appointment (including Senior Management appointments), a target of 25% of the selected candidates will be women. Under the Diversity Policy, the Corporation is taking the following steps to increase the representation of women in executive roles:

•Proactively identifying high potential women as part of executive management succession planning;

•Implementing policies which address impediments to inclusion and gender diversity in the workplace and reviewing their availability and utilization;

•Implementing development plans related to current opportunities for high potential women; and

•Developing a mentoring program that matches high potential employees, including aspiring women, with executive mentors.

    While the Corporation has adopted targets for the representation by women on the Board and within its senior management, the Corporation has not established any specific targets or quotas regarding the representation on the Board or in senior management positions (including executive officers as that term is defined in NI 51-102) of certain other designated groups of diversity (as defined in the CBCA): Aboriginal peoples,

persons with disabilities and visible minorities. The Corporation will consider the benefits of additional diversity targets in the future once it has had an opportunity to collect and assess relevant data. The Corporation believes that it is a combination of the skills, experience and character of an individual that are the most important qualities in assessing the value that such individual can bring to the Board or to their executive position.

    Regarding diversity of the directors standing for re-election at the Meeting with respect to these designated groups, no directors are Aboriginal peoples or persons with disabilities and one director out of eleven (9%) is a member of a visible minority. With respect to our current executive officers, one executive officer out of six (17%) is a woman and none are Aboriginal peoples, persons with disabilities or members of visible minorities.

Corporate Social Responsibility

    Sierra Wireless has been actively involved in building a responsible, sustainable business for many years, along with empowering other businesses to create sustainable practices using our products. We are a member of the Responsible Business Alliance (RBA, formerly EICC), and committed to conducting our operations in line with the RBA Code of Conduct, which sets out common standards for social, environmental and ethical issues aimed at achieving more equitable work environments and environmentally friendly supply chains. In 2020, management presented to the GNC on Corporate Social Responsibility during two of their meetings.

The sustainability principles to which we are committed, and are integrating into our business, have been presented in our fourth annual Corporate Social Responsibility progress report for the year 2020, which will be published in May 2021 and available on our website at www.sierrawireless.com/company/corporate-social-responsibility/ along with our previous reports. In the report, we acknowledged our responsibility to work towards a better, more sustainable future from the manufacturing floor to the boardroom and demonstrated the ways in which we are honoring our commitment to integrate environmental sustainability and positive social impacts throughout our business. We are committed to working with vendors, partners and our team members to bring prominence to social responsibility in the IoT industry. We will continue to develop our goals as part of our recognition that our commitment to improving our corporate responsibility and refining our sustainability approach are essential components of our long-term growth.

In 2020, our social responsibility was focused principally on our workforce and our response to the global pandemic to ensure a safe and secure work environment and overall safety for our employees. Starting in March 2020, a large portion of our global workforce moved to a Work from Home situation. Like many other organizations, we faced countless challenges as the COVID-19 virus spread throughout the world. However, our business continuity response was prompt and well organized, with ready access to technology and tools to enable remote working. Our internal COVID-19 task force met daily to prioritize the needs of our employees, customers and suppliers, and to enable as little disruption to our business operations as possible. As we look forward to the post-COVID workplace we are already planning changes to improve our hybrid office environment, with less office space and greater flexibility for employees to maximize productivity and engagement.

COMPENSATION DISCUSSION AND ANALYSIS

     This discussion explains all the significant elements of compensation awarded to, earned by, paid to, or payable to our named executive officers (“NEOs”) for the most recently completed year.  National Instrument 51-102 — Continuous Disclosure Obligations defines a NEO as:

(a)    the chief executive officer of the Corporation;

(b)    the chief financial officer of the Corporation;

(c)    the three most highly compensated executive officers of the Corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of, or during, the most recently completed financial year, whose total compensation was individually, more than $150,000 for that financial year; and

(d)    each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

The Corporation’s NEOs for the fiscal year ended December 31, 2020 were:

1.Kent P. Thexton, President and Chief Executive Officer;

2.Samuel C. Cochrane, Chief Financial Officer

3.David G. McLennan, Former Chief Financial Officer (ceased as CFO on May 6, 2020 and retired on June 30, 2020);

4.Jason L. Krause, Chief Operating Officer

5.Stephen G. Harmon, Senior Vice President, Americas Sales; and

6.James P. Ryan, Senior Vice President & General Manager IoT Solutions & Marketing

Shareholder and Shareholder Advisory Services Engagement in 2020

The Human Resources Committee ("the HRC") carefully considers the outcome of the annual advisory "Say on Pay" vote when making decisions regarding the Corporation's Executive compensation programs. At the Corporation's 2020 meeting of Shareholders, approximately 74% of the votes cast were in favor of our compensation program approach and compensation for NEOs.

The Committee viewed the outcome of the "Say on Pay" advisory vote as indicative that while the majority of Shareholders view the Committee's approach to setting Executive compensation programs favorably, there was an opportunity for a fulsome review of the compensation approach and programs, and for more detailed disclosure to Shareholders with regards to these programs in general.

Following this 2020 "Say on Pay" feedback, Sierra Wireless has significantly increased our interaction with Shareholders and shareholder advisory services (including ISS and Glass Lewis) to solicit feedback on our compensation programs. With the addition of several new independent directors in 2020, we changed the composition of the Committee, to allow for an increased diversity of viewpoints and fresh perspective. These Shareholder and shareholder advisory services group engagements in 2020 demonstrate our ongoing commitment to strong corporate governance and our commitment to a pay for performance philosophy.

As a result of the Committee's evaluation of the "Say on Pay" feedback, the feedback received from Shareholders, shareholder advisory services and the advice of the Committee's independent compensation advisor, the Committee determined that the following changes and actions related to the Corporation's Executive compensation plans were merited and are being implemented in 2021:

•Provide more detailed disclosure of NEOs actual pay outcomes (vs. intended target values) over the past 3 years, as compared to Corporate performance

•Provide more detailed disclosure of the Corporation's historical use of a 6-month average trailing share prices to determine equity units awarded, and the resulting impact on reported annual Target Equity values and At-Grant equity values (Note: In 2021, the Corporation has moved to a 30-day average calculation method, which we feel is more aligned with current industry practices)

•Refine the Performance Share Unit (PSU) approach for Senior Executives, including NEOs for implementation in 2021

◦Updating the Total Shareholder Return ("TSR") metric to require 55th percentile performance to achieve 100% payout when measured against our Small Cap Technology Index comparator;

◦Adding a financial metric (non-GAAP EBIT in 2021);

•Provide more detailed disclosure regarding certain special equity incentive programs implemented in 2019 as part of the Corporation's business transformation mission;

◦Sierra Wireless underwent significant restructuring and business model transformation in 2018 through 2020. During this period, certain special incentive programs were warranted to support these important changes; and

◦The Committee does not intend to issue any new special incentives or similar programs for the foreseeable future. These are historical programs that we believe served both the Corporation and Shareholders to support a significant business model transformation.

These program changes and more detailed disclosure items are discussed in more detail in later sections of this Compensation Discussion & Analysis.

Responsibility for Executive Compensation Programs

The HRC is responsible for maintaining the integrity of our executive compensation programs, reviewing and approving the annual base salary for the Corporation's NEOs as well as short-term and long-term incentive compensation programs (with the exception of the CEO's compensation which is reviewed and approved by the Board of Directors).

The HRC is comprised of five independent directors: Mr. Waters, Mr. Aasen, Ms. O'Neill, Mr. Mc Court and Mr. Anderson. All members of the HRC have compensation governance experience. 

The incentive plans are typically awarded in the form of cash and equity-based compensation arrangements, and are based on the competitive practices of comparable companies and serve to align the interests of the NEOs with those of the Corporation’s Shareholders.  The HRC undertakes a comprehensive review of compensation plans for the Corporation’s NEOs and professional consultants are regularly engaged to assist the HRC in such reviews. These consultants utilize published compensation surveys and peer group data to develop comparable compensation benchmarks and advise the HRC on the amount and structure of NEO compensation arrangements. The HRC considers the consultants’ recommendations in its executive compensation determinations.

Compensation for the Chief Executive Officer is recommended to the Board of Directors by the HRC.  The HRC’s recommendation is reviewed, modified as appropriate, and ultimately approved by the Board of Directors.

Compensation levels for the other NEOs, and other members of the executive team, are recommended to the HRC by the CEO.  The CEO’s recommendations are reviewed, modified as appropriate, and ultimately approved by the HRC.  Non-executive compensation is generally determined by managers of the Corporation.

Administration of equity-based long term incentives, including restricted share unit and performance based share unit awards, and stock option awards is the responsibility of the HRC and is governed by the Corporation’s Procedures for Granting Equity Awards, which has been approved by the Board of Directors.

Our annual performance based share units are measured relative to a benchmark index, and our performance based short-term cash incentives are based on financial metrics, whose measurement is subject to the internal control framework of the Corporation. For 2021, an additional financial metric (annual Non-GAAP EBIT performance) has been added to the annual performance based share units measurement.

The HRC acknowledges its oversight role in the design of compensation programs and as such has given consideration to certain risks inherent in the design of the Corporation's compensation programs and, specifically, the compensation programs for the executive management of the Corporation.  One such risk is that incentive programs, in the absence of certain controls, may encourage performance in a particular category that may impair performance in other categories. The following features of our NEO compensation program have been designed and implemented to reduce such risk:

•the HRC can use its discretion in unusual circumstances to modify performance-based compensation in the event that the performance of the executive does not adequately reflect the pre-defined objectives of the program;

•the objectives upon which the short-term cash incentive performance-based compensation is based are tied to the Board approved strategy and business plan for the Corporation, including corporate profitability and revenue targets. There is frequent oversight of the program.  Performance relative to the financial metrics and the non-financial objectives is reviewed and approved by the HRC;

•the earned amount of our annual performance based share units is calibrated to the relative performance of the Corporation's shares to that of a benchmark technology index (S&P SmallCap IT Index: PSCT), and in 2021 to the achievement of an additional financial metric (Non-GAAP EBIT for 2021);

•the compensation program is materially similar from one executive to another throughout the Corporation and its subsidiaries; and

•the compensation program contains maximum limits, beyond which, awards are capped.

The Corporation's CEO and CFO are subject to the clawback provisions contained in Section 304 of the Sarbanes Oxley Act. In addition, effective April 2017, the Board of Directors approved an Executive Compensation Clawback Policy that contemplates the recovery of excess performance-based compensation from current or former executives in the event of a restatement of financial statements, or a malfeasance event.

For 2021, the Board does not intend to modify the methodology used to establish the NEO compensation levels. The Corporation has adopted a new annual bonus structure commencing in 2021 for NEOs and other employees focused on semi-annual individual and corporate performance metrics, with NEO annual bonus determined solely based on achievement of annual corporate performance metrics (Revenue and Non-GAAP EBIT).

The Corporation has adopted an Anti-Hedging Policy that prohibits NEOs or directors from purchasing derivative financial instruments including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. 

Compensation Objectives

Our executive compensation program is designed to compensate executives in ways that promote outstanding performance, as well as attract and retain talented executives on a global basis.  The achievement of our compensation objectives is consistent with compensation practices in the marketplace in which we compete for talent and does so in a way that does not promote undue risk-taking.

It is our belief that NEO compensation should be tied to the creation of long-term value and that incentives should reward performance without encouraging undue risk-taking.  In 2020, a significant portion of our NEOs' total direct compensation was tied closely to the success of meeting or exceeding the Corporation’s short and long-term objectives.  

Our objectives regarding compensation are to:

•attract and retain experienced, qualified, capable executives by paying compensation packages that are competitive in the markets in which we compete for executive talent;

•motivate short and long-term executive performance with cash incentives tied to the achievement of semi-annual and annual financial metric goals set in the Board approved business plan; and

•align our executives’ interest with those of our Shareholders by providing our executives with equity-based compensation and requiring senior executives to comply with minimum share ownership guidelines resulting in a sustained ownership position. 

Research and Benchmarking

Compensation targets are based upon peer group and compensation survey data of comparable positions at comparable companies, a specific individual’s level of responsibility and experience, and the individual’s influence on the immediate and sustained performance of the Corporation.  Actual compensation awards are determined by a mix of individual and corporate performance.  On an aggregate compensation basis, and by individual pay component (i.e. base salary, annual target bonus and annual LTI target), we target the 50th percentile of the blended peer group and published survey data by position, as a baseline when setting executive compensation.

The HRC regularly performs a formal market review utilizing one or more independent compensation advisors. Since 2016, the HRC has engaged with Compensia, Inc. to provide compensation benchmarking, assistance in setting executive compensation targets and general advisory services. To assess compensation levels for 2020, Compensia conducted an independent third party executive compensation review and provided analysis, conclusions and recommendations for the total remuneration and mix of compensation elements for our executives. Compensia’s objectives were to:

•Review the Corporation’s total direct compensation elements (base salary, cash and equity based incentives) and their relative mix (percentage of total compensation that each element represented) for executive positions;

•Assess the competitiveness of the Corporation’s executive compensation, based on revenue, assets, market capitalization as compared to a peer group of publicly traded companies defined by the HRC, and published survey data from companies with projected revenue levels similar to the Corporation; and

•Provide conclusions and recommendations for current and future compensation packages for the Corporation’s executives.

In consultation with Compensia, the HRC has established the following current list of peers (the “Peer Group”) to assist us in a competitive assessment of, and to serve as a benchmark for, our executive compensation:

The Peer Group was established based on criteria that we believe make these companies comparable to Sierra Wireless. Each member of the Peer Group has one or more similarities to the Corporation including:

•Nature of ownership: We believe that there are differences in the management of publicly traded companies and private companies. Further, since much of the compensation information sought for benchmarking is not easily attainable for private companies, we sought primarily publicly traded companies.

•Business: We compete for executive talent in many marketplaces, but most often in the global wireless technology, software development and technology space, so we sought companies with operations in these businesses.

•Size: We believe that there is often a relationship between the size of a company (e.g. Revenues and Market Cap), and the compensation of its executives, so we sought companies of similar size to Sierra Wireless.

Compensia obtained relevant compensation data for comparable positions from available disclosure by the Peer Group companies and market data from published survey sources. Based on a combination of the Peer Group analysis and survey sources, Compensia provided recommendations for the total remuneration and mix of compensation for the Corporation’s executives, including the NEOs.

In late 2019 following receipt of Compensia's report, the HRC concluded that the executive composition mix largely remained appropriate and that a change in design was not warranted. Based on this assessment, the HRC reviewed the base salary and target short term incentives for the CEO & other NEOs directly reporting to the CEO. While merit and market based adjustments were originally contemplated for certain NEOs in 2020, the events of the COVID-19 global pandemic led to a determination by the Corporation to freeze base salaries for all global employees, including the CEO & other NEOs. In addition, certain NEOs (including Messrs. Thexton, Krause & Ryan) voluntarily adopted a temporary 10% base salary roll back between May 4 and December 1, 2020 to demonstrate fiscal leadership until the potential impacts of the COVID-19 pandemic were better understood.

For the fiscal years ended December 31, 2020 and 2019 the Corporation incurred the following fees

Elements of Executive Compensation

Our policy is to compensate our executives for performance using a mix of annual base salary, semi-annual and annual cash incentives, equity-based long term incentives and other indirect compensation. 

Targets for each element of compensation are based on compensation data for comparable positions at comparable companies, the individual’s level of responsibility and experience, and the individual’s influence on the immediate and sustained performance of the Corporation.  Actual compensation awards are determined by a mix of individual and corporate performance. 

Annual Base Salary

Our independent compensation advisors obtain compensation data for salaries of comparable executive positions from published survey data and the Peer Group to determine the 25th, 50th and 75th percentile as benchmarks.

In 2020 the NEO's received a 0% base salary increase. This was part of a broader program of base salary freezes applied to all global employees in response to the uncertainties of the global COVID-19 pandemic. In addition, certain NEOs took a voluntarily temporary 10% rollback of base salary from May 4 to December 1, 2020.

Mr. Thexton's base salary was set at $600,000 upon his appointment as President & CEO on November 1, 2018. Mr. Thexton did not receive a base salary increase in 2020. For the period May 4, 2020 to December 1, 2020 Mr. Thexton's base salary was temporarily set at $540,000.

Short Term Incentives

In 2020, the Company was focused on preserving and improving liquidity. The preservation of cash was a clear priority for the Board and Executive Team. As a result, the Company instituted a cash management program and decided to implement a one-time modification to the annual short term incentive program for 2020. Key executive and employee retention during a period of active restructuring was also an urgent and critical consideration to ensure the Company retained the key skills to drive the business transformation. As a result, the regular short term, cash based incentive program was suspended for 1 year and replaced by a one-time equity based 2020 Bonus/RSU replacement program. The decision to implement this program was taken in December 2019 prior to the COVID-19 pandemic, and was not influenced by the global pandemic.

2020 Bonus/RSU Replacement Program

The 2020 Bonus/RSU replacement program was implemented as a one-time program aimed at managing in-year cash operating expenses and cash flow during 2020 as the business transformation reached a critical point, and was supportive of building a strong balance sheet.

Following zero NEO bonuses in 2019, and in a tight operating environment, the Corporation needed an incentive program that motivated NEOs to build and be aligned with creating multi-year Shareholder value, while driving the near term results required of our business transformation.

As a result, 2020 annual target bonuses were replaced by time based RSU awards (2 years, cliff vesting) equivalent in value to an on-target payout. These RSUs, issued in February 2020 vest in February 2022 provided the NEO does not voluntarily resign from the Corporation prior to that date. Mr. McLennan (due to his retirement) and Mr. Harmon (due to his start date later in 2020) did not participate in this program.

The Corporation does not intend to repeat this program in 2021 or future years. In 2021, the Corporation has returned to a cash based, short term incentive program. In 2021, NEOs will be measured 100% against specific corporate financial metrics (Revenue and Non-GAAP EBIT). The targets will be split over two 6-monthly periods. Achievements against targets will be assessed by the HRC and cash payments will be made as appropriate.

Equity-Based Long-Term Incentives (“LTIs”)

Equity-based long-term incentives (“LTIs”) are designed to reinforce the connection between executive remuneration and the Corporation’s performance by motivating, retaining and rewarding participants for improving our long-term financial strength, and enhancing Shareholder value. Annual LTI grants are based on position level, and overall market competitiveness. In addition, from time-to-time LTIs have also been granted to recognize performance on specific initiatives. As stated earlier, the granting of special incentives, beyond annual incentive awards, is not planned going forward.

The 2020 annual LTI grants, issued in August 2020 for Messrs. Thexton, Krause and Ryan were set at the following target dollar values respectively, $2,600,000, $500,000 and $250,000.

In addition, Mr. Ryan received a special one-time equity incentive award related to the post-acquisition revenue performance of the M2M Connectivity Australia group. The M2M Connectivity business was acquired effective January 2020, and Mr. Ryan was responsible for its continued performance and post-acquisition integration. A special incentive was established for Mr. Ryan, and certain of the M2M Connectivity principal employees, based on the achievement of certain annual services revenue growth goals in 2020 & 2021 for that business unit. The at-grant value for Mr. Ryan of these awards for 2020 and 2021 was $88,800 and $133,200, respectively.

Mr. Cochrane and Mr. Harmon received new hire grants, issued in August 2020 at a respective target value of $1,200,000 and $500,000. These grants were inclusive of their 2021 annual grant. On a go forward basis, commencing in 2021, Mr. Cochrane's target annual LTI is $750,000 and Mr. Harmon's target annual LTI is $250,000. In addition, Mr. Cochrane and Mr. Harmon each received a target award value of $300,000 under the Accelerating Services Revenue PSU program described below.

In 2018, the Corporation removed stock options from the annual grant for NEOs and replaced them with performance-based share units. No stock options were issued to NEOs in 2020, nor does the Corporation plan to issue stock options to NEOs for the foreseeable future.

Annual LTI grants are comprised of a mix of performance based share units ("PSUs") and Restricted Share Units ("RSUs") (a summary of the key terms of the RSU Plan under which both of these types of awards are issued can be found in Schedule A).  The mix of PSUs and RSUs is determined by the HRC, taking into consideration, among other things, the number of share units available for granting, dilution impact, competitive factors and cash utilization.  Once the mix has been determined and based on the target dollar value of each individual LTI grant, the Corporation has historically used a trailing six month average share price to determine the target number of PSUs and total number of RSUs to grant.  Starting in 2021, the Corporation moved to a 30-day average share price period for calculation of target PSUs and RSUs, which we feel is more aligned with current industry practices. Once the number of PSUs and RSUs are determined, the fair market value of the PSUs and RSUs is set at the market closing price on the day the PSUs and RSUs are granted.

The 2020 annual NEO LTI grants were issued 50% (50% RSUs in 2019) in the form of RSUs and 50% (50% PSUs in 2019) in the form of PSUs.  Annual executive LTI grants are normally made in May (or the first available window following the date of hire for new executives), after the public disclosure of our results for the first fiscal quarter and when we are not in a trading blackout period.  If we are in a trading blackout period, we will issue the grants after the trading blackout period has ended. In 2020, there was an extended black-out period due to the Automotive Divestment project and annual grants were therefore delayed until August once that blackout period had ended.

For 2020, the PSU plan design encompassed a Total Shareholder Return (TSR) metric, which measures the Company's TSR relative to a benchmark index over a 3-year period ( the S&P SmallCap IT Index (PSCT) continued to be used as the benchmark index). A target number of PSUs are established at grant date, based on a target dollar value. A range of 0% to 200% of the target PSUs will vest into shares at the end of the 3-year period based on the following principles:

•100% of the target PSUs will vest if the Company's TSR is equal to the TSR of the benchmark index;

•Vesting will increase by 2% for every 1% that the Company's TSR exceeds the TSR of the benchmark index up to a maximum 200% payout;

•Vesting will decrease by 3% for every 1% that the Company's TSR falls below the TSR of the benchmark index with a maximum decrease to a 0% payout; and

•The target PSU payout will be capped at 100% if the Company's absolute TSR is negative (regardless of relative positioning).

2021 PSU Plan Updates

In 2021, as part of the HRC's comprehensive review of the Corporation's compensation programs it refined the PSU metric for 2021 and future issuances. This refinement is designed to better align the NEOs to the key outcomes determined by the Board of:

a) returning the Corporation to profitability,

b) consistently improving profitability metrics year on year; and

c) growing Shareholder value in both absolute and relative terms as compared to our peer group.

Contained within the new annual equity award design for 2021, the allocation of 50% of the NEOs target annual equity value to time based RSUs is maintained as-is. For the remaining 50% target annual equity value (which most recently has been allotted to PSUs and determined solely by TSR performance relative to the S&P SmallCap IT index "PSCT"), this value will now be allotted to PSUs and be divided equally between (i) a TSR metric against the same S&P SmallCap index "PSCT", but now requiring 55th percentile performance to achieve 100% payout, and (ii) a new annual financial metric to determine the other PSU portion. Financial metrics will be set annually by the HRC. For 2021, the new annual financial metric will be tied to non-GAAP EBIT. The PSUs linked to the annual financial metric will be earned annually if sufficient minimum levels of financial performance are achieved, however, they will have a time restriction, such that earned units will be banked and will not be converted to shares until the end of the 3rd year of the award. This provides Shareholders with both a clear performance-based metric as well as providing for key employee retention.

Updated information related to 2019 special PSU programs

In 2019 the Corporation was undergoing significant restructuring and changes to its business model. As a result we introduced two special, one-time equity incentive programs for executives and other select employees that were directly connected to that business transformation mission, to drive significant cost synergies and accelerate recurring revenue in our connectivity services and solutions.

Following feedback from Shareholders and Shareholder Advisory Services, we have voluntarily decided to provide additional details on the intention and goals of these two programs. Shareholders should note that no additional grants are intended from these programs in the future, nor does the Corporation intend to utilize special equity programs for the foreseeable future.

Transformation Acceleration Program "TAP" (Cost Reduction & Efficiency) PSU Program

In 2019, TAP PSU awards were made to a small group of executives and senior leaders (including only Messrs. Krause and McLennan amongst the NEOs). The purpose of these awards was to incentivize this group of leaders to design and deliver significant cost reduction actions in the Operating Expenses and Cost of Goods Sold expenses of the Corporation. The analysis and design phase of the program was conducted in mid-2018 in conjunction with a globally known and well-respected 3rd party consulting company, with actions commencing in Q4 2018.

To support agile design and swift implementation, the incentive plan design was based on a target of total cost reductions achieved, plus savings designed and in the process of being achieved, as at December 31, 2019. It was apparent at the initiation of the planning that some of the key executives critical to the design and planning might see their own positions eliminated, and also meaningful reductions in their staff. To provide the best possible speed of implementation the TAP PSU program was designed in Q4 2018 and equity awards issued at the next available opportunity in February 2019. In reviewing the performance outcomes of the TAP program in 2020, the HRC determined that $49.5m of the $55m target had been achieved. This level of performance translated to a 77.5% payout of the program for plan participants.

The TAP PSU program also contained a retention element. Participants must not voluntarily resign from the Corporation before February 2022 to vest their awards unless otherwise determined by the Board.

Accelerating Services Revenue Growth PSU Program

A core element of the Sierra Wireless strategy is to build a sustainable leadership position in recurring IoT data connectivity services, and to provide incremental future revenue growth and value-added services with IoT hardware modules or devices. To align incentives with this strategy, a one-time, special PSU program was designed in Q4 2018 and awards granted starting in February 2019.

In 2019, Accelerating Services Revenue Growth PSUs were awarded to Messrs. Thexton, McLennan, Krause & Ryan. Mr. Cochrane & Mr. Harmon were also awarded a PSU grant under this program in 2020. Additional awards under the program were made to other executives and senior leaders with the Corporation, to incentivize and align them around the stated mission of aggressively growing services revenue. These awards contained stretch targets of $200m Services revenue in FY2021 (200% achievement) or Q4 2021 Services run rate revenue (Q4 2021 revenue of $50m =100% achievement) to demonstrate the progress to achievement of $200m+ Services revenue in 2022. These awards have been effective internally to drive behavior changes and focus on the Services and Solutions transformation.

Retirement Benefits

Canada Registered Retirement Savings Plan

The Canadian Registered Retirement Savings Plan is designed to offer eligible Canadian employees a tax-assisted method of saving for retirement.  The Corporation matches employee contributions up to 3% of gross earnings to the annual allowable maximum.

U.S. 401(k)

The 401(k) program is designed to offer eligible U.S. employees a tax-assisted method of saving for retirement.  The Corporation matches employee contributions up to 3% of gross earnings to the annual allowable maximum.

Minimum Share Ownership Guidelines

In 2007, minimum share ownership guidelines were established by the Board for directors and senior executives. These guidelines are administered by the GNC of the Corporation, which has discretion to submit amendments for approval by the Board, and the Board may at any time approve amendments to the guidelines.

These ownership guidelines were updated in early 2019 to increase the CEO ownership requirements from 3 times annual base salary to 5 times annual base salary. Each senior executive is expected to own a minimum number of Common Shares or vested RSU's (or a combination thereof) that is equal to the lesser of:

•An amount equal to five times annual base salary in the case of the CEO, and an amount equal to one time annual base salary in the case of each other senior executive. For the purposes of assessing compliance with the guidelines, the Common Shares are valued at the higher of original cost or market

value at the time of assessment, and the vested RSU’s and PSU’s are valued at the higher of fair market value at the grant date or the market value of the underlying Common Shares at the time of assessment.

•115,000 Common Shares or vested RSU's (or a combination thereof) for the CEO and 12,000 Common Shares or vested RSU's (or a combination thereof) for each other senior executive.

    New senior executives have five years from the date of their first appointment to comply with the minimum share ownership guidelines.

As of December 31, 2020, Mr. Thexton and Mr. Krause met the minimum share ownership threshold. Mr. Ryan, Mr. Cochrane & Mr. Harmon's holdings were below the minimum threshold as of December 31, 2020; however, they have five years from the date of their appointment as a senior executive to acquire the minimum share ownership set out in the guidelines (May 2019, May 2020 and May 2020 respectively).

Failure to meet or maintain these share ownership requirements may result in a reduction in future LTI awards and/or other compensation.  There may be instances in which these share ownership guidelines would place a hardship on the executive.  If such an instance occurs, the Board may consider and approve an alternative share ownership guideline for that individual, which reflects the intention of these guidelines and the individual’s personal circumstances.  The Corporation expects such instances to be rare.

In early 2019, the minimum share ownership guidelines were updated to increase the ownership requirement for directors from three times annual retainer to four times. Each director is now expected to own a minimum number of Common Shares that is no less than an amount equal to four times their annual board retainer.  For the purposes of assessment, Common Shares are valued at the higher of original cost or market value at the time of assessing compliance with this policy, and vested RSUs are valued at the higher of fair market value at the grant date or the market value of the underlying Common Shares at the time of assessment.  The annual board retainer does not include supplementary retainers for Board Chair and Committee positions or annual RSU awards. New Board members have four years from their first appointment to comply with the minimum share ownership guidelines. 

As of December 31, 2020, Ms. Abrams, Mr. Jones, Mr. Sieber, Mr. Mc Court, Mr. Twaalfhoven and Mr. Aasen (who is not standing for re-election) met the minimum share ownership threshold. Ms. O'Neill joined the Board in September 2019 and has four years from that date to acquire the minimum share ownership set out in the guidelines. Similarly, Mr. Anderson, Ms. Bawa, Mr. Linton and Mr. Waters joined the Board in 2020 and have four years from the date of their respective appointments to acquire the minimum share ownership set out in the guidelines.

Compensation Details

Impact of 6-month Trailing Average Share Price Usage on Equity Award amounts

The Corporation has a historical practice of converting the NEOs equity award value to RSUs or PSUs using a 6-month trailing average share price, whereby, the NEOs target award value is divided by the 6-month trailing average share price to determine the number of units for the award. While this historical practice serves to smooth out short term fluctuations in the share price, it can in a period of sustained share price appreciation or depreciation result in a significant differential in annual reported equity value in the Summary Compensation Table, and the Target value intended by the Committee for each NEO. The Corporation believes an explanation of the impact of this approach is important for the reader to contextualize the intended target equity awards for NEOs in the past 3 years.

In the table below we have illustrated the impact of this 6-month trailing average share price on Mr. Thexton's annual equity values over the past 3 years. In 2020, following a period of significant share price appreciation (creating a lower average 6-month trailing share price vs. at grant price) Mr. Thexton's annual equity value ($2.6m) was converted to RSUs and target PSUs at a $8.46 6-month trailing average share price, whereas the at-grant share price used to value the equity grants in the Summary Compensation tables was $12.92. Conversely, in 2019, the opposite situation occurred, whereby the share price had depreciated over the prior 6-months and as a result the reported annual equity value was lower than the target annual value. Note that in November 2018 Mr. Thexton received a new hire grant upon his appointment as CEO, which was inclusive of his 2019 annual grant.

In 2021, the Corporation has adopted a more market standard 30-day trailing average share price approach and expects these variations versus the reported equity compensation values to be significantly mitigated in the future.

Mr. Thexton's 2018 equity awards include awards granted to him as Chairman of the Board and Interim CEO, prior to being appointed President and CEO; his 2020 equity award includes his 2020 Bonus/RSU Replacement program award.

(1) November 13, 2018 PSU"At grant" Stock price based on valuation for performance component

Exchange rate to convert "At Grant" stock price from Canadian dollar stock price to U.S. dollar stock price based on following daily spot rates: 2020-0.7524/0.7543, 2019- 0.7554, 2018 - 0.7552/0.7679/0.7935

Annual Target Compensation Vs. Realizable Compensation

NEO Compensation for 2018 - 2020

Consistent with the HRC's pay for performance philosophy, the majority of NEO's target pay is 'at risk'. As a result, we believe that the value that will be ultimately realized by NEOs should be well aligned with the Corporation's strategic objectives, financial results, and stock price performance. We believe that showing Annual Realizable Compensation Vs. Annual Target Compensation provides valuable data points to evaluate the alignment between pay and performance for our NEOs in any given year. The HRC strongly supports a pay for performance correlation between executive pay, business results, and Shareholder value. The HRC has listened to comments from some Shareholders that the traditional compensation tables do not always provide the required disclosure to understand the pay for performance linkage in action each year. We appreciate this feedback and are making immediate changes to accommodate the request.

To better illustrate the year on year difference between what is reported in the Summary Annual Compensation tables, and what each NEO has realized, or is currently forecast to realize (at current share prices and performance forecasts) from outstanding equity grants, in each of the respective past 3 years we have created the following charts to show the actual annual 'Realizable Compensation' for each NEO over the past 3 years vs. the Annual Target Compensation intended by the Committee for on-target performance in each of those years (In addition, we have also added the reported annual compensation, noting the impact of the 6-month trailing average share price approach on equity values previously noted).

By disclosing this concept of target Vs. realized compensation we aim to show to Shareholders a clear linkage between pay and performance.

Annual Target Compensation is defined as the value of compensation (base salary, at-target annual bonus and annual equity value) targeted by the Committee for each NEO within a given calendar year.

Realizable/Realized Compensation is defined as the estimated value at December 31, 2020 of compensation granted in a calendar year that has been earned (e.g. realized base salary) and the current projected payout or vesting value from associated cash bonus or equity award programs.

Reported Compensation is defined as the reported compensation values in the Summary Total Compensation table later in this document.

Mr. Thexton's 2018 equity awards include awards granted to him as Chairman of the Board and Interim CEO, prior to being appointed President and CEO

As an illustration of our pay for performance philosophy in practice, annual cash bonuses in 2019 were set at zero, following a below target performance with respect to the key EPS performance metric in that year. In 2018 and 2019, when share price and the Corporation's performance was less strong, the NEOs Realizable/Realized compensation was below the Target value, and in 2020 when share price performance improved significantly the current Realizable/Realized compensation is currently tracking above the Target value.

The following table provides a summary of the compensation earned during each of the last three financial years by each of the Corporation’s NEOs.