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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 28, 2000, information with respect to the Company's Common Stock owned beneficially by each director or nominee for director, by the Chief Executive Officer of the Company, by all officers and directors as a group and by each person known by the Company to be a beneficial owner of more than 5% of the outstanding shares of Common Stock. Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated. Amount and Nature of Percentage Name and Address of Beneficial Owners Beneficial Ownership (1) of Class(2) ----------------------------------------- ------------------------ ----------- Bruce Sinclair, Director, CEO, President 3,030,000(3) 4.85% Cameron A. Mingay, Secretary/Director 137,500 0.22% Gerry Chastelet, Director 150,000 0.24% John Curry, Director 125,000 0.20% Guthrie Stewart, Director 75,000 0.12% Dennis Wing, Director 100,000 0.16% Charles Brown, Vice-President 416,350 0.67% Scott Worthington, Vice-President 524,900 0.85% Jim Chinnick, Vice President 235,500 0.38% All Directors and Executive Officers (9) 4,794,250 7.47% (1) Includes shares subject to an Escrow Agreement, dated March 16, 1998, as amended September 27, 1999. Includes employee stock options exercisable within 60 days - See Table of Year End Option Values (2) Based on 61,390,130 shares of Common Stock outstanding as of April 28, 2000. (3) Includes shares beneficially owned through a purchase option agreement with certain other shareholders of the Company that are exercisable within 60 days. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires the Company's executive officers and directors and certain beneficial owners of the Company's Common Stock to file initial reports of ownership and reports of changes in ownership with the SEC. These executive officers, directors and beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Due to delays in obtaining a Central Index Key (CIK) number from the SEC the executive officers and one Director completed filing their March 2000 Form4's on April 12th instead of the required April 10th date. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers and directors, the Company is not aware of any other late filings. PERFORMANCE MEASUREMENT COMPARISON(1) The following table shows the total stockholder return of an investment of $100 in cash on December 31, 1995 for (a) the Company's Common Stock, (b) the Nasdaq Stock Market (U.S.) Index, and (b) the Nasdaq Telecommunications Index ("Nasdaq Telecommunications"). All values assume reinvestment of the full amount of all dividends and are calculated as of December 31 of each year: [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] COMPARISON OF 4-YEAR CUMULATIVE TOTAL RETURN* AMONG WAVERIDER COMMUNICATIONS INC., THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE NASDAQ TELECOMMUNICATIONS INDEX NASDAQ STOCK NASDAQ WAVERIDER MARKET (U.S.) TELECOMMUNICATIONS -------------------------------------------------------------- 12/95 100 100 100 12/96 17 123 102 12/97 299 151 149 12/98 700 213 247 12/99 600 394 437 * $100 Invested on 12/31/94 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. (1) The material in this section is not "soliciting material" is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing. Additional Information A copy of the Company's Annual Report for the year ended December 31, 1999 is attached to this Proxy Statement. The Company's 10-K Report and exhibits to that Report will also be provided upon request and payment of copying charges. Requests should be directed to Scott Worthington, WaveRider Communications Inc., 255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4. |
