Sierra Wireless (SWIR) 40-F 2014 FY Annual report (Canada)

Exhibit 1.1

SIERRA WIRELESS, INC.

ANNUAL INFORMATION FORM

For the Fiscal Year Ended December 31, 2014

DATED February 27, 2015

ANNUAL INFORMATION FORM

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
CURRENCY	2
CORPORATE STRUCTURE	2
GENERAL DEVELOPMENT OF THE BUSINESS	3
NARRATIVE DESCRIPTION OF THE BUSINESS	7
Industry Background	7
Products and Solutions	8
Customers	9
Product Development	10
Marketing	11
Manufacturing	11
Competition	12
Employees	12
Intellectual Property	13
Governmental Regulation	13
Foreign Operations	13
Additional Information Concerning Our Business	14
RISK FACTORS	14
DIVIDENDS	14
DESCRIPTON OF CAPITAL STRUCTURE	14
Credit Facilities	15
MARKET FOR SECURITIES	16
DIRECTORS AND EXECUTIVE OFFICERS	17
Directors	17
Executive Officers	18
CODE OF BUSINESS CONDUCT	19
AUDIT COMMITTEE	20
Mandate of the Audit Committee	20
Composition of the Audit Committee	24
Relevant Education and Experience	25
Reliance on Certain Exemptions	26
Audit Committee Oversight	26
Pre-approval Policies and Procedures	26
Auditor Independence	26
Auditors' Fees	26
LEGAL PROCEEDINGS	27
QUORUM EXEMPTION	27
REGISTRAR AND TRANSFER AGENT	28
MATERIAL CONTRACTS	28
EXPERTS	28
ADDITIONAL INFORMATION	28

Cautionary Note Regarding Forward-looking Statements

Certain statements and information in this Annual Information Form ("AIF") are not based on historical facts and constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws (“forward-looking statements”), including our business outlook for the short and longer term and statements regarding our strategy, plans and future operating performance.  Forward-looking statements are provided to help you understand our views of our short and longer term plans, expectations and prospects. We caution you that forward-looking statements may not be appropriate for other purposes. We do not intend to update or revise our forward-looking statements unless we are required to do so by securities laws.  Forward-looking statements:

• Typically include words and phrases about the future such as “outlook”, "will", “may”, “estimates”, “intends”, “believes”, “plans”, “anticipates” and “expects”;

• Are not promises or guarantees of future performance. They represent our current views and may change significantly;

• Are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:

▪ Our ability to develop, manufacture and sell new products and services that meet the needs of our customers and gain commercial acceptance;

▪ Our ability to continue to sell our products and services in the expected quantities at the expected prices and expected times;

▪ Expected cost of goods sold;

▪ Expected component supply constraints;

▪ Our ability to “win” new business;

▪ Expected deployment of next generation networks by wireless network operators;

▪ Our operations not being adversely disrupted by component shortages or other development, operating or regulatory risks; and

▪ Expected tax rates and foreign exchange rates;

• Are subject to substantial known and unknown material risks and uncertainties.  Many factors could cause our actual results, achievements and developments in our business to differ significantly from those expressed or implied by our forward-looking statements, including, without limitation, the following factors and others which are discussed in greater detail under “Risks and Uncertainties” in our Management's Discussion and Analysis ("MD&A")for the year ended December 31, 2014 and in our other regulatory filings with the U.S. Securities and Exchange Commission (the “SEC”) in the United States and the provincial securities commissions in Canada:

▪ Actual sales volumes or prices for our products and services may be lower than we expect for any reason including, without limitation, continuing uncertain economic conditions, price and product competition, different product mix, the loss of any of our significant customers, or competition from new or established wireless communication companies;

▪ Higher than anticipated costs; disruption of, and demands on, our ongoing business; and diversion of management’s time and attention in connection with acquisitions or divestitures;

▪ The cost of products sold may be higher than planned or necessary component supplies may not be available, may be delayed or may not be available on commercially reasonable terms;

▪ We may be  unable to enforce our intellectual property rights or may be subject to litigation that has an adverse outcome;

▪ The development and timing of the introduction of our new products may be later than we expect or may be indefinitely delayed;

▪ Transition periods associated with the migration to new technologies may be longer than we expect; and

▪ Unanticipated costs associated with litigation or settlements associated with intellectual property matters.

Investors are cautioned not to place undue reliance on these forward-looking statements.  No forward-looking statement is a guarantee of future results.

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CURRENCY

Unless otherwise indicated, all figures are stated in U.S. dollars.

CORPORATE STRUCTURE

Unless the context otherwise indicates, references to “we”, “our”, “us”, “the Company”, “the Corporation” or “Sierra Wireless” in this Annual Information Form means Sierra Wireless, Inc. and its subsidiaries.

Sierra Wireless was incorporated under the Canada Business Corporations Act on May 31, 1993. The Articles of Sierra Wireless were amended by a Certificate of Amendment issued March 29, 1999 to remove the private company provisions and restrictions on share transfer. The Articles of the Company were further amended by Certificates of Amendment issued May 13, 1999 and May 14, 1999 to: (i) re-designate and change all existing Common Shares in the capital of the Company to new Common Shares in the capital of the Company (the “Common Shares”); (ii) change the rights attached to all Preference Shares in the capital of the Company (the “Preference Shares”) and to remove each existing series of Preference Shares; and (iii) consolidate the Common Shares on the basis of one post-consolidation Common Share for 1.5 pre-consolidation Common Shares.

The Company’s registered and records office is located at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3 and its head office and principal place of business is located at 13811 Wireless Way, Richmond, British Columbia, Canada, V6V 3A4.

The following table lists the principal subsidiaries of Sierra Wireless and their jurisdictions of incorporation or organization. All such entities are 100% owned, directly or indirectly, by Sierra Wireless.

Name	Jurisdiction of Incorporation or Organization
Sierra Wireless America, Inc.	Delaware, U.S.A.
Sierra Wireless France SAS	France
Sierra Wireless Luxembourg S.à.r.l.	Luxembourg
Sierra Wireless S.A.	France
Sierra Wireless Hong Kong Limited	Hong Kong
Wireless Maingate AB *	Sweden

* Wireless Maingate AB was acquired on January 16, 2015.

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GENERAL DEVELOPMENT OF THE BUSINESS

Sierra Wireless is building the Internet of Things (“IoT”) with intelligent wireless solutions that empower organizations to innovate in the connected world. We offer the industry’s most comprehensive portfolio of second generation ("2G"), third generation ("3G"), and fourth generation ("4G") embedded modules and gateways, seamlessly integrated with our secure cloud and connectivity services. OEMs and enterprises worldwide trust our innovative solutions to get their connected products and services to market faster.

We operate the Company under two reportable segments: OEM Solutions and Enterprise Solutions.

Our OEM Solutions segment includes cellular embedded modules, software and tools for OEM customers to integrate wireless cellular connectivity into products and solutions across a broad range of industries, including automotive, transportation, enterprise networking, energy, sales and payment, mobile computing, security, industrial monitoring, field services, healthcare, and others. Within our OEM Solutions segment, the AirPrime® Embedded Wireless Modules product portfolio spans 2G, 3G and 4G cellular technologies for use in IoT applications. It also includes remote device management capability and support for on-board embedded applications using the OpenAT® application framework and the company's new open source, Linux-based application framework called Legato™.

Our Enterprise Solutions segment includes intelligent gateways, modems and tools for enterprise customers, including a cloud-based platform for deploying and managing IoT applications. Within our Enterprise Solutions segment, the AirLink® product portfolio includes 2G, 3G and 4G LTE intelligent wireless gateways that provide plug-and-play mission-critical connectivity. The gateways and modems are designed for use where reliability and security are essential, and are used in transportation, public safety, field services, energy, industrial, and enterprise networking applications worldwide. AirLink gateways can be easily configured for specific customer applications, and also support on-board embedded applications using the company's ALEOS application framework.

Also included in our Enterprise Solutions segment is our AirVantage® Cloud and Connectivity services that provide a secure, scalable platform for IoT applications. Our AirVantage Enterprise Platform can be used to collect and store machine data, and process and schedule events from any number of devices, across any network operator around the world. The AirVantage Management Service can be used to centrally deploy and monitor devices at the end of the network, including configuring device settings, delivering firmware and embedded application updates over the air, and administering airtime subscriptions across global networks. As of January 16, 2015, with the acquisition of Wireless Maingate AB ("Maingate"), our Enterprise Solutions segment also includes connectivity and data management services.

In 2014, with the acquisition of In Motion Technology Inc. ("In Motion") in March and the announcement of the acquisition of Wireless Maingate AB ("Maingate") in December, we continued to execute on our M&A strategy to accelerate growth and expand our position in the IoT value chain. Also during 2014, we celebrated a major achievement in our history with the shipment of our 100 millionth connected device. We have connected devices operating on more than 80 networks worldwide since developing the world's first embedded module in 1997.

Based on third-party industry data, we are the leader in embedded wireless modules with 34% of global market share (source: ABI Research, 2014), and are widely recognized as the innovation leader as well. We are often first-to-market with new air interface standards for embedded modules, including 4G and LTE Advanced ("LTE-A"). We are also well positioned in the development of embedded application platforms and offer fully integrated, device-to-cloud solutions that simplify the deployment and operation of IoT applications.

In 2014, we received an innovation award for Smart Grid communications from the publishers of FierceEnergy. The energy innovation award was for an integrated solution that includes our AirPrime WP Series Embedded Module, Legato™ open-sourced embedded application platform and AirVantage Cloud service.

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During 2014, the following product and customer developments influenced the general progression of our business:

OEM Solutions

◦ We introduced the Legato™ platform, an open source embedded platform built on Linux and designed to simplify the development of IoT applications. Legato™ includes Wind River Linux, a commercial-grade Linux distribution with a rich set of capabilities based on the latest open source technologies, along with a fully integrated application framework and feature-rich tools. Legato™ makes application development quicker, easier and more flexible by providing a tested and validated solution on an established, well-supported open source foundation with built-in connectivity, security, and management.

◦ We announced the launch of our AirPrime EM7340 and EM7345 embedded wireless modules for 4G LTE networks. These devices are based on Intel chipsets and designed for integration into notebook computers and tablets, using a standardized M.2 form factor ideal for small, thin devices.

◦ Our AirPrime embedded wireless modules were selected by Philips CityTouch to provide connectivity for the new CityTouch LightWave remote lighting management system that includes intelligent "plug and play" outdoor lighting fixtures.

◦ We announced that Itron Inc. has selected our AirPrime 2G, 3G, and 4G LTE embedded wireless modules for Itron's OpenWay smart grid solutions worldwide. We believe that Itron selected Sierra Wireless for our 4G LTE leadership, strong relationships with network operators and our global support with pre-certified modules.

◦ We announced our collaboration with Octo Telematics to provide connectivity for Octo's innovative usage-based insurance (UBI) solution in Europe. Octo's Super Easy Telematics Box is powered by our AirPrime smart module which has an innovative architecture that integrates cellular wireless connectivity and an application processor into a single device, providing a highly cost optimized solution.

◦ We continued to experience robust design win activity with broad-based design wins across regions and several market segments. The strength of our product position continues to be a key factor in our design win success. Our next generation Smart modules, based on our Legato™ embedded software platform and our flexible, scalable HL line of Essential products are getting excellent traction in key markets.

Enterprise Solutions

◦ We announced the launch of the AirLink ES440 4G LTE gateway and terminal server. Designed for the distributed enterprise market, the Airlink ES440 provides mission-critical connectivity using 4G LTE networks when primary wireline internet connections are unavailable. The AirLink ES440 also supports a best-in-class business continuity strategy by enabling IT administrators to remotely troubleshoot and repair network equipment, reducing downtime and site visits.

◦ We announced the launch of AirLink Enterprise Connect, a unique bundled solution for retail and branch office locations in the United Kingdom, France, and Germany. AirLink Enterprise Connect comprises an AirLink ES440 Gateway, pre-integrated and provisioned with 4G LTE service and access to the AirVantage Management Service, all bundled into one solution.

◦ We announced that the Regional Transportation District of Denver, Colorado deployed our InMotion Solutions products to support mobile broadband access for automatic vehicle location and smart card fare payments aboard more than 1,100 buses.

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◦ We announced that the Westminster, Colorado Police Department selected our InMotion oMG mobile gateway which enables in-vehicle wired and wireless connectivity for tablets and laptops, providing officers with access to all their applications.

◦ More recently, we announced the launch of our next generation of AirLink gateways. The AirLink GX450 4G mobile gateway and the AirLink ES450 4G enterprise gateway offer support for a broader array of LTE frequency bands, making them compatible with networks worldwide.

Significant Acquisitions and Divestitures

Acquisition of the Machine-to-Machine ("M2M") business of Sagemcom

On August 1, 2012, we completed the acquisition of the M2M business of Sagemcom for cash consideration of $55.2 million plus assumed liabilities of $4.8 million. Sagemcom is a France-based technology company active in broadband, telecom, energy, and document management. Its M2M business included 2G and 3G wireless modules, as well as industry-leading rugged terminals for railway applications. This acquisition provided us with a significantly enhanced market position in key segments, including payment and transportation, as well as new geographical expansion into Brazil.

Disposition of the AirCard business

On April 2, 2013, we completed the sale of substantially all of the assets and operations related to our AirCard business to Netgear, Inc. ("Netgear"). Under the terms of the sale agreement ("the Asset Purchase Agreement with Netgear"), approximately 160 employees, primarily in sales, marketing and research and development were transferred to Netgear, as well as certain facilities in Carlsbad, California and Richmond, British Columbia. This transaction marked a significant milestone in the Company's transition to becoming a pure-play leader in IoT.

Acquisition of the M2M business of AnyDATA

On October 16, 2013, we completed the acquisition of substantially all of the M2M embedded module and modem related assets of AnyDATA Corporation for $5.2 million. The acquired business included 3G and 4G wireless modules and modems that are sold mainly in Korea. This acquisition provided us with a significantly enhanced market position in key segments, as well as a new geographical expansion into Korea.

Acquisition of In Motion Technology

On March 3, 2014, we completed the acquisition of all the shares of In Motion for net cash consideration of $23.9 million. In Motion's mobile enterprise networks provide customers with a secure, managed end-to-end communications system. In Motion solutions provide rugged in-vehicle mobile routers that are integrated with a security system and a powerful management and application platform. In Motion solutions are used by public safety, transit and utility fleets across the United States and Canada. This acquisition strengthened our position in key market segments and broadened our Enterprise Solutions product portfolio. By special resolution dated December 31, 2014, In Motion commenced the process of winding up into its parent company, Sierra Wireless, and transferred substantially all of its assets and liabilities to Sierra Wireless on that date.

Acquisition of Wireless Maingate AB

On January 16, 2015, we acquired substantially all of the shares of Maingate for $91.6 million including working capital, subject to certain post-closing adjustments. Maingate is a pioneer in offering managed wireless services for the IoT market in the Nordic region. Maingate is based in Karlskrona, Sweden and is one of the leading providers of managed IoT connectivity services in Europe. Maingate has its own core network and is a fully licensed mobile network operator with its own SIMs, billing, subscription management, and other value-added services. Maingate's services are delivered with dedicated operations and customer support. Additional value-

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added services include over-the air-subscription provisioning and tailored connectivity solutions. The acquisition of Maingate enhances our device-to-cloud solution by adding managed connectivity and data management services.

Highlights of the recent financial performance of our continuing business

We have recorded the operating results of the AirCard business as discontinued operations in 2013 and 2012 in accordance with U.S. Generally Accepted Accounting Principles. The revenues, costs and resulting net after tax operating results have been removed from the respective categories in the Statement of Operations in our Financial Statements and presented separately as Net earnings (loss) from discontinued operations. The following summary of the financial performance complies with this presentation.

In 2013 our revenue was $441.9 million, an increase of 11.2% from 2012. The increase in revenue was driven by continued growth in both our Enterprise Solutions and OEM Solutions segments, including a full year contribution from the M2M business of Sagemcom acquired in August 2012. Gross margin was 33.0% in 2013, compared to 31.5% in 2012 primarily driven by favorable product mix and product cost reductions. Loss from operations was $17.7 million in 2013, compared to loss from operations of $22.2 million in 2012. Our loss from operations in 2013 included stock-based compensation of $8.0 million, acquisition amortization of $13.7 million, acquisition costs of $0.5 million, and restructuring costs of $0.2 million. Our loss from operations in 2012 included stock-based compensation of $5.8 million, acquisition amortization of $11.9 million, acquisition costs of $3.2 million, and restructuring costs of $2.3 million. Our net loss from continuing operations was $15.6 million, or loss per share of $0.50, in 2013, compared to net loss from continuing operations of $4.2 million, or loss per share of $0.14, in 2012. Net earnings, including discontinued operations, was $55.0 million, or earnings per share of $1.79, in 2013, compared to net earnings, including discontinued operations, of $27.2 million, or earnings per share of $0.88, in 2012. Net earnings, including discontinued operations, in 2013 included an after-tax gain of $70.2 million on the sale of the AirCard business. Net earnings, including discontinued operations, in 2012 included a favorable tax adjustment as a result of the recognition of certain tax assets in connection with the sale of the AirCard business.

In 2014 our revenue was $548.5 million, an increase of 24.1% from 2013. The strong revenue result was driven by a combination of organic growth and contributions from acquisitions. Gross margin was 32.6%, down from 2013 mainly due to increased volume of lower margin products sold in 2014, partially offset by lower product costs. Loss from operations was $6.6 million in 2014, compared to a loss from operations of $17.7 million in 2013. Our loss from operations in 2014 included stock-based compensation and related social taxes of $10.5 million, acquisition amortization of $10.9 million, acquisition and integration costs of $2.7 million, restructuring costs of $1.6 million and impairment costs of $3.8 million. Our net loss from continuing operations was $16.9 million, or loss per share of $0.53, in 2014, compared to net loss from continuing operations of $15.6 million, or loss per share of $0.50, in 2013. The 2014 net loss included an after-tax foreign exchange loss of $12.3 million compared to an after-tax foreign exchange gain of $3.9 million included in the 2013 net loss.

Our revenue by segment for the years ended December 31, 2014 and 2013 per quarter was as follows:

	2014										2013
	Total		Q4		Q3		Q2		Q1		Total		Q4		Q3		Q2		Q1
Continuing Operations
OEM Solutions	$	476,650	$	129,580	$	124,329	$	116,579	$	106,162	$	382,016	$	101,858	$	95,850	$	95,076	$	89,232
Enterprise Solutions	71,873		19,498		18,941		18,433		15,001		59,844		16,750		16,412		14,513		12,169
	$	548,523	$	149,078	$	143,270	$	135,012	$	121,163	$	441,860	$	118,608	$	112,262	$	109,589	$	101,401
Discontinued Operations	$	—	$	—	$	—	$	—	$	—	$	46,701	$	—	$	—	$	1,652	$	45,049

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NARRATIVE DESCRIPTION OF THE BUSINESS

Industry Background

We operate in the wireless communications solutions industry, enabling connectivity for IoT solutions through cellular wireless technologies. These technologies include 2G cellular standards such as GSM/GPRS/EDGE and CDMA/1xRTT; 3G standards such as UMTS (including HSPDA and HSUPA) and EV-DO; and 4G standards such as HSPA+, LTE, LTE-A and wireless local area network technologies such as Wi-Fi. Key industry participants include: mobile network operators, who deploy, own and operate wireless networks and provide service to end users; infrastructure vendors, who provide the networking equipment and software to build such networks; device manufacturers, who provide voice and data communication devices that use the network, such as handsets, modems, embedded wireless modules and wireless gateways; and application enablement vendors, who provide applications to enterprises and consumers that utilize the wireless networks.

Over the past several years, we have transitioned our business to focus specifically on device-to-cloud solutions for IoT applications providing a broad portfolio of 2G, 3G and 4G embedded modules, intelligent gateways, as well as cloud and connectivity services. With the sale of the assets and operations of the AirCard business, we completed our transition to a pure-play leader in IoT solutions.

Recent market trends in the wireless communications industry include:

• Increased wireless network coverage and data speeds. Mobile network operators around the world continue to invest in network upgrades to support 4G technologies, enabling mobile broadband connectivity of up to 100 megabits per second ("Mbps"). Operators also continue to expand and improve network coverage, improving the ubiquity of cellular wireless access globally.

• Technology improvements in devices and software. Improvements in wireless chipset technology, including greater integration, higher speeds, and lower power consumption, are driving further advances in cellular devices including on-board application processing, faster data transfer, smaller form factors, lower hardware costs, and longer battery life. These advances have helped enable the significant growth in wireless devices such as smartphones, laptops, embedded wireless modules, tablets, and many other devices seeking to fill a growing demand for connected applications across many segments including enterprise networking, automotive, transportation, energy, sales and payment, industrial control and monitoring, field service, healthcare and consumer electronics.

• Lower, more flexible service pricing. Mobile network operators are introducing new wireless connectivity service pricing models to accelerate growth of IoT solutions and applications.

• Increasing focus and investment by large ecosystem participants. Large ecosystem participants, such as mobile network operators, large system integrators and application enablement companies, are increasing their investments in and strategic focus on IoT solutions. Enterprises, governments and other organizations are increasingly incorporating IoT solutions into their business models.

We expect these trends, and others, to stimulate growth in the wireless for IoT market.  With higher speeds and more ubiquitous coverage in mobile networks, plus more ecosystem investment and innovative products from solution providers, the number of wireless connected devices and data traffic is expected to increase substantially over the next decade.  This growth is, in turn, expected to drive demand for secure, scalable device-to-cloud solutions that can connect, gather, store and manage data for customer applications.

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Products and Solutions

With sales, engineering, and R&D teams located in offices around the world, we offer the industry's most comprehensive portfolio of embedded modules and gateways, seamlessly integrated with our cloud and connectivity services. Our solutions are simple, scalable and secure, enabling customers to get their connected products and services to market faster. Our devices are currently operating on more than 80 networks globally and we have shipped more than 100 million connected devices worldwide.

OEM Solutions

Our OEM Solutions segment includes embedded wireless modules and tools for OEM customers that are used to integrate wireless connectivity into products and solutions across a broad range of industries including automotive, transportation, enterprise networking, energy, sales and payment, mobile computing, security, industrial monitoring, field services, healthcare, and others. Within our OEM Solutions segment, the AirPrime® Embedded Wireless Modules product portfolio spans 2G, 3G, and 4G cellular technologies for use in IoT applications. This includes remote device management capability and support for on-board embedded applications using the OpenAT® application framework and the company's new open source, Linux-based application framework called Legato™.

We believe there are long-term profitable growth prospects in the embedded wireless module market and we plan to continue to invest in our product portfolio to expand our leadership position. Our acquisitions of Wavecom in 2009, the M2M business of Sagemcom in 2012, and the M2M modules and modems business of AnyDATA in 2013, combined with subsequent product launches and customer design wins, have allowed us to significantly expand our global position in wireless embedded solutions. Our line-up of embedded modules is the broadest in the industry.

In 2014, we introduced our Legato™ platform, an open source embedded platform built on Linux and designed to simplify IoT application development. Comprised of a tightly integrated application framework, fully tested Linux distribution and feature-rich development environment, the open source Legato™ platform accelerates application level development of connected devices and is ready to run, build and connect out of the box thereby lowering total system costs for OEMs. Legato™ provides existing customizable components needed for IoT solutions across a wide range of target markets, including connected cars, smart meters, and industrial automation.

In addition to our devices and related software products, we offer professional services to OEM customers during their product development and launch process. We leverage our expertise in wireless design, software, integration and certification to provide services that enable customers to more rapidly and cost-effectively bring their IoT and connected device solutions to market.

Total revenue from our OEM Solutions segment increased 24.8% to $476.6 million, compared to $382.0 million in 2013. This increase was due to solid contributions from automotive, field services, energy and mobile computing customers.

Enterprise Solutions

Our Enterprise Solutions segment includes intelligent gateways, modems and tools for enterprise customers including a cloud-based platform for building, deploying and managing IoT applications. Within our Enterprise Solutions segment, the AirLink product portfolio includes 2G, 3G and 4G LTE intelligent wireless gateways that provide plug and play mission-critical connectivity. They are designed for use where reliability and security are essential and are sold to public safety, transportation field service, energy, industrial, retail and financial enterprises around the world. AirLink gateways can be easily configured for the customer's application and also support on-board embedded applications using the ALEOS Application Framework.

The In Motion business, acquired in March 2014, is fully integrated within our Enterprise Solutions segment. The InMotion Solutions™ suite of products includes the oMG Mobile Gateway, a rugged, mobile communications

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gateway, the oMM Management System a mobile network management system, the mobile-optimized oCM VPN Server and applications that are backed by a world-class technical services team. InMotion Solutions™products simplify the deployment, management, and maintenance of advanced mobile networking solutions within any enterprise environment.

Also within our Enterprise Solutions segment, the AirVantage Cloud simplifies IoT solution deployment by providing a seamless connection between devices and the enterprise. IoT solution providers can use the latest cloud application programming interface (API) standards to quickly integrate machine data with their own enterprise applications and back-end solutions. The AirVantage Management Service is a comprehensive device management application with interactive dashboards that make it easy to deploy, monitor and upgrade wireless devices remotely.

Our Enterprise Solutions segment also includes connectivity and data management services. The recent acquisition of Maingate enhances our device-to-cloud solution by adding managed connectivity and data management services

Total revenue from our Enterprise Solutions segment increased 20.1% to $71.9 million in 2014 compared to $59.9 million in 2013. The increase was driven by revenue contribution from the acquired In Motion business, partially offset by lower demand for AirLink products.

Discontinued operations - AirCard mobile broadband devices

Our discontinued operations comprised the design, manufacture and sale of AirCard-branded USB modems and mobile Wi-Fi hotspots. The sale of the assets and operations of the AirCard business was completed in early April 2013.

Customers

Our products and solutions are used by a variety of end-users across several market segments and for many applications. Market segments that we serve include automotive, mobile computing, transportation, energy, security, networking, sales and payment, field services and first responders, and healthcare.

We sell our products both directly and through indirect channels including OEMs, distributors, value-added resellers and mobile network operators. We sell our products to customers worldwide and have built sales and distribution teams that support our international business. We have dedicated sales and distribution teams for the Europe, Middle East and Africa (“EMEA”), Asia-Pacific, Latin America and North America regions.

Original Equipment Manufacturers

OEMs are customers that integrate our embedded wireless modules or gateways into devices they manufacture and sell to end-user markets through their own direct sales force and indirect distribution channels. Our embedded modules have been integrated into a range of OEM devices, such as automobiles, smart energy meters, alarm panels, point of sale terminals, enterprise routers, tablets, notebooks, industrial handhelds, and medical equipment. We sell to OEMs both directly and indirectly through distribution partners around the world.

Resellers and Distributors

Resellers purchase our products either directly from us or from our distributor network and resell them to OEMs and enterprise customers. In order to support our global resellers and OEMs, we have established a global network of distribution partners. Distributors ensure that our products are available to a large number of resellers and OEM customers around the world.

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Resellers often combine our products with other elements of an overall solution, such as additional hardware, application software and bundled communication services and deliver a complete solution to the end-user customer. Resellers include IT VARs, system integrators and application solution providers.

Mobile Network Operators

Mobile Network operators play two key roles in our distribution strategy. Wireless operators sometimes purchase our products and resell them to end-user customers through their channels. Additionally, the mobile network operator sales teams often work with our sales teams to jointly sell wireless solutions to OEMs, and enterprise and government customers. The mobile network operator channel provides us with extended customer reach, while at the same time allows the operators to leverage our wireless solutions expertise to help sell their connectivity services.

Product Development

We have built a reputation in the wireless industry for creating state-of-the-art, high-quality products within aggressive timeframes. Our global product development team of approximately 482 full time employees, at December 31, 2014, is located in Richmond, British Columbia, Carlsbad, California, Issy-Les-Moulineaux, France, Toulouse, France, Hong Kong and Shenzhen, China and Seoul, Korea. This global team is skilled in the areas of radio frequency, hardware, embedded software, host software, cloud-based software and tools and mechanical design and highly experienced in the design of small form factor, high performance, cost-optimized wireless and connectivity solutions. Our product development team combines leaders with extensive experience in their fields with younger graduates from leading universities.

We take a “core team” approach to product development. Our goal is to develop complete, thoroughly validated, high quality products that are managed closely throughout their entire life cycle. As part of this approach, individuals from our product development group form product-specific teams with staff from other functional areas, including product management, operations, technical support and quality. These teams work closely to bring new products through the development phase, while balancing the market requirements of performance, time to market and product cost. Concepts and prototypes are validated by working with lead customers, channel partners and industry consultants. From time to time, projects are outsourced to third parties, who provide product development leverage for our core teams.

Products that result from our product development process are designed and tested to cellular industry standards, as well as customer requirements and are introduced to our contract manufacturing partners for production and delivery to our customers. Included in the development effort is the certification of our products with industry and regulatory standards bodies and mobile network operators. A group of senior engineers develops and monitors our development processes within an ISO 9001 approved framework or ISO/TS 16949 for automotive grade products. These processes are applied across all development projects to ensure uniformity and high quality.

We are also increasing our focus on application-level software development to provide a device-to-cloud platform to our customers. This involves development activities focused in three main areas: (i) Legato, which is our Linux-based embedded development framework; (ii) AirVantage, which is our hosted cloud platform; and (iii) contributions to Open Source community projects.

Our product development staff stays current with technology by participating in industry groups such as the Global Certification Forum, the Cellular Telecommunications Industry Association, the European Telecommunications Standards Institute, the Third Generation Partnership Project, the Third Generation Partnership Project 2, the GSM Association, and the OneM2M Partnership, as well as through ongoing technical education. We maintain close relationships with local universities by providing financial and technical contributions, hiring co-op students, giving lectures, supporting visiting professorships and participating in regular informal meetings with faculty members.

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Marketing

Our marketing team is responsible for providing product management, segment marketing, market development, corporate marketing programs and marketing communications for our products and solutions on a global basis.

Product Management & Vertical Segment Marketing

Members of both the product management and vertical segment marketing teams play an active role in our core team approach to developing and managing individual products through their entire product life cycle. Emphasis is placed on understanding customer and market segment needs, developing the business case for new products, determining competitive positioning and pricing, and ensuring product completeness, which includes documentation, packaging, collateral, promotional material and marketing programs. This team also develops and manages the product portfolio roadmap and interfaces with customers regarding business opportunities and product requirements.

Market Development

Our market development team maintains and builds our leadership position in the market place by furthering our relationship with ecosystem partners and building joint sales and marketing programs.

Corporate Marketing

We communicate our corporate and product positioning to a variety of audiences including channels, customers, media and analysts in global markets in several ways, including:

• Global corporate and product branding, positioning and messaging;

• Product launch support with sales tools, presentations, and outbound launch programs;

• Providing sales and training tools for sales and distribution;

• Developing marketing and lead generation campaigns;

• Building vertical market or segment marketing programs;

• Managing corporate web site content;

• Actively seeking editorial coverage and placing advertisements in industry, business and trade publications;

• Meeting with opinion leaders, media and industry analysts;

• Participating in targeted conferences and trade shows;

• Actively participating in industry associations; and

• Managing the Sierra Wireless Source, an on-line developer community and forum as well as the M2M Solution Exchange highlighting partner solutions.

We also work with our channel partners to develop programs to encourage customer adoption and promotion of our products.

Manufacturing

We outsource our manufacturing, including procurement of certain components, kitting, logistics, assembly, testing and repair. We believe that outsourcing allows us to:

• Focus on our core competencies, including research and development, sales and marketing;

• Participate in contract manufacturer economies of scale and favorable geographic locations;

• Access high quality, lower cost manufacturing resources;

• Achieve rapid production scalability; and

• Control capital costs.

We perform certain manufacturing related functions in-house, including key component sourcing, manufacturing engineering, and development of manufacturing test software, procedures and fixtures.

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We use several contract manufacturers and logistics partners to provide an end-to-end global supply chain solution. We also use EMS partners to support regional manufacturing requirements and select products, including more complex, lower volume devices. The fully integrated supply chain services provided by these EMS partners, enables us to optimize product costs, capital utilization improve alignment with our international customer base and achieve increased operating efficiencies and scalability.

Competition

The IoT device and solutions markets, in which we now focus exclusively, are large and growing markets that we believe will continue to attract significant competition. Some of the competitors are large corporations with manufacturing scale and financial resources at their disposal. However, we believe that our innovation, deep expertise in wireless IoT communications and market leadership gives us an opportunity to effectively differentiate ourselves.

AirPrime Wireless Embedded Modules: We have established a technology leadership position by being early to market with leading edge, high performance, high quality, reliable products that support the latest wireless technologies. We are a global market leader in wireless embedded modules for IoT and enjoy significant competitive advantages, including a broad product portfolio, a global footprint, strong relationships with global OEMs and mobile network operators, and unique software differentiation. Our primary competitors include Gemalto NV, Telit Communications Plc, u-blox Holding AG and Huawei Technologies Corporation.

AirLink intelligent Gateways: The market for wireless intelligent gateways is fragmented from a market segment, customer and competition standpoint. In the segments where we compete, we believe that our market share is solid, particularly in North America and we are expanding our position globally based on differentiated products and strong channel partnerships. Our competitors in this line of business vary by market segment, and include Cradlepoint, CalAmp Corp., Digi International Inc. and Multi-Tech Systems, Inc.

AirVantage M2M Cloud Platform: Our AirVantage services platform is a strategic differentiator of our IoT solutions overall. Depending on the customers served, our competitors include other device manufacturers who have developed or acquired device management systems or platforms, as well as competitors such as Axeda Corporation which was acquired by PTC Inc. in 2014.

Employees

As of December 31, 2014 we had a total of 920 full time employees, 282 of whom are located at our head office in Richmond, British Columbia, with the balance being located across the United States, Canada, Europe and Asia. Of our 920 employees, 482 are involved in product development, 76 are involved in manufacturing, 213 are sales and support personnel, 41 are marketing personnel and 108 are in finance and administration. Employees have access to ongoing training and professional development opportunities that are funded by the Company through on-the-job and outside educational programs.

Competitive compensation, including cash compensation, our employee stock option plan, our employee restricted share unit plan and our retirement plan contribution program are complemented by internal recognition programs and career advancement opportunities. We believe our relationships with our employees are positive.

We have entered into non-disclosure agreements and confidentiality agreements with key management personnel and with substantially all of our other employees.

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Intellectual Property

We believe that a considerable portion of the value of the Company resides in our intellectual property, the combined expertise of our teams, our inventions and our ability to apply quickly changing technology to new and innovative solutions for our customers.

We protect our intellectual property through a combination of patent protection, copyright, trademarks, trade secrets, licenses, non-disclosure agreements and contractual provisions. We enter into a non-disclosure and confidentiality agreement with each of our employees, consultants and third parties that have access to our proprietary technology. Under assignment of inventions agreements, all of our employees and consultants assign to Sierra Wireless all intellectual property rights in the inventions created during such person’s employment or contract with Sierra Wireless.

We currently hold 94 United States patents and 311 international patents. Additional patent applications are pending. We also access the intellectual property of third parties by entering into commercial licenses and cross-licenses when appropriate.

Governmental Regulation

Our products are subject to certain mandatory regulatory approvals in the United States, Canada, the European Union (“EU”) and other regions in which we operate. In the United States, the Federal Communications Commission regulates many aspects of communications devices, including radiation of electromagnetic energy, biological safety and rules for devices to be connected to the telephone network. In Canada, similar regulations are administered by the Ministry of Industry, through Industry Canada. EU directives provide the comparable regulatory guidance in Europe.

Wireless modems must be approved under these regulations by the relevant government authority prior to these products being offered for sale. We have obtained all necessary Federal Communications Commission, Industry Canada, EU and other required regulatory approvals for the products we currently sell.

Foreign Operations

We operate foreign research and development facilities in Issy-les-Moulineaux and Toulouse, France; Carlsbad, California, United States; Hong Kong and Shenzhen, China; and Seoul, Korea. With the acquisition of Maingate in January 2015, we have operations in Sweden including solution development, sales, marketing and support functions.

Our major foreign sales, marketing and support functions are in Issy-les-Moulineaux and Toulouse, France, Carlsbad, California, United States; and in Hong Kong, China. Our Newark, California facility was closed effective December 31, 2012 to drive greater efficiency and leverage and as a result certain AirLink marketing, research and development, and customer support activities were transferred primarily to our Richmond, British Columbia facilities.

We use a number of large global electronics manufacturing services (“EMS”) providers with factories located in China, Brazil, and Vietnam to manufacture our products and provide integral supply chain services. We also use additional partners to support regional manufacturing requirements and select products including more complex, lower volume devices.

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Additional Information Concerning Our Business

Our operations do not have a significant impact on the environment. We have not made, and are not required to make, any significant capital expenditures to comply with environmental regulations nor will our competitive position be affected by environmental protection requirements. Working with the contract manufacturers who build our products and relevant component suppliers, we ensure that our products that are sold in the EU comply with the EU directives that restrict the use of certain hazardous substances in electronic equipment sold in the EU after July 1, 2006.

During 2013, we introduced a Conflict Minerals policy that sets out our commitment to source materials and components from environmentally and socially responsible suppliers. In general, it is our policy that we do not knowingly purchase materials, components or supplies which contain conflict minerals that originate in the Democratic Republic of Congo and adjoining countries that have not been certified as conflict free by an independent third party. We expect our suppliers to adhere to the same standard and to have in place programs and processes to ensure conflict free supply chains. While it is our goal to use only materials that are conflict free in our products, we nevertheless recognize that our suppliers may not have immediate knowledge of their supply chains that is deep enough to fully understand the origin of the minerals that are used in their products. Because mining and smelting activities are multiple steps removed from the manufacture of market ready products, we recognize that for some suppliers it will take some time to fully comply with our requirements.

Annually we request confirmation from our suppliers regarding the conflict free status of the products that they provide to Sierra Wireless. We report the results of this process as part of the annual requirements the SEC has developed in response to Section 1502 of the Dodd-Frank Act.

RISK FACTORS

Our business is subject to significant risks and uncertainties and past performance is no guarantee of future performance. These risks and uncertainties are described in our MD&A for the year ended December 31, 2014, which can be found on our website at www.sierrawireless.com or at www.sedar.com, and filed as Exhibit 1.3 to our Annual Report on Form 40-F.

DIVIDENDS

Since incorporation, we have not paid any dividends on our Common Shares. Our current intention is to reinvest earnings to finance the growth of our business. We do not anticipate that we will pay any dividends on our Common Shares in the immediate or foreseeable future.

DESCRIPTION OF CAPITAL STRUCTURE

Our authorized capital consists of an unlimited number of Common Shares, of which, at February 27, 2015, 32,064,316 are issued and outstanding, and an unlimited number of Preference Shares, issuable in series, of which none are issued and outstanding. Our board of directors is authorized to determine the designation, rights and restrictions to be attached to the Preference Shares upon issuance.

Holders of Common Shares are entitled to receive notice of any meeting of shareholders and to attend and vote at those meetings, except those meetings at which only the holders of shares of another class or of a particular series are entitled to vote. Each Common Share entitles its holder to one vote. Subject to the rights of the holders of Preference Shares, the holders of Common Shares are entitled to receive on a proportionate basis such dividends as our board of directors may declare out of funds legally available there for. In the event of the dissolution, liquidation, winding up or other distribution of our assets, the holders of the Common Shares are entitled to

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receive on a proportionate basis all of our assets remaining after payment of all of our liabilities, subject to the rights of holders of Preference Shares.

The Common Shares carry no pre-emptive or conversion rights other than rights granted to holders of Common Shares under the Shareholders Rights Plan which was re-adopted and ratified by our shareholders on May 16, 2013. The Shareholder Rights Plan is designed to encourage the fair treatment of our shareholders in connection with any take-over offer for our outstanding Common Shares. The Shareholder Rights Plan provides our board of directors and shareholders with 60 days, which is longer than prescribed by applicable securities laws governing take-over bids, to fully consider any unsolicited take-over bid without undue pressure, to allow our board of directors, if appropriate, to consider other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. If a bid is made to all shareholders, is held open for at least 60 days and is accepted by shareholders holding more than 50% of the outstanding Common Shares, or is otherwise approved by our board of directors, then the Shareholder Rights Plan will not affect the rights of shareholders. Otherwise, all shareholders, except the parties making a take-over bid, will be able to acquire a number of additional Common Shares at half the market price. Thus, any party making a take-over bid not permitted by the Shareholder Rights Plan could suffer significant dilution.

Credit Facilities

We have a $10 million revolving term credit facility ("Revolving Facility") with Toronto Dominion Bank and the Canadian Imperial Bank of Commerce expiring on October 31, 2015. The Revolving Facility is for working capital requirements, is secured by a pledge against all of our assets and is subject to borrowing base limitations. As at December 31, 2014, there were no borrowings under the Revolving Facility.

We have access to a revolving standby letter of credit facility of $10 million from Toronto Dominion Bank. The credit facility is used for the issuance of letters of credit for project related performance guarantees and is guaranteed by Export Development Canada. As of December 31, 2014, there were no letters of credit issued against the revolving standby letter of credit facility.

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MARKET FOR SECURITIES

Our Common Shares are listed on the Toronto Stock Exchange (“TSX”), and trade under the symbol “SW”. Our Common Shares are also listed on Nasdaq and trade under the symbol “SWIR”.

Set out below are the price ranges and volume of Common Shares of Sierra Wireless, Inc. that traded on the TSX for the year ended December 31, 2014.

2014	Low (Cdn$)	High (Cdn$)	Total Monthly Volume
January	22.44	28.31	3,801,700
February	20.01	23.82	2,881,000
March	21.82	27.49	2,438,000
April	21.54	26.70	2,178,600
May	18.48	24.60	2,609,500
June	19.75	23.00	1,268,700
July	19.75	22.76	1,390,000
August	21.24	31.12	2,754,400
September	28.98	33.50	2,560,300
October	25.54	30.91	2,024,400
November	29.44	45.46	2,834,200
December	40.82	56.91	4,931,400

Set out below are the price ranges and volume of Common Shares of Sierra Wireless, Inc. that traded on Nasdaq for the year ended December 31, 2014.

2014	Low (US$)	High (US$)	Total Monthly Volume
January	20.14	26.65	20,779,400
February	18.14	21.41	16,258,900
March	19.71	24.84	15,795,200
April	19.60	24.21	11,450,300
May	16.98	22.44	15,048,800
June	18.02	21.22	8,468,300
July	18.50	21.31	8,170,700
August	19.43	28.85	18,558,700
September	26.10	30.55	15,573,100
October	22.65	27.40	13,436,800
November	25.80	40.14	22,513,700
December	35.92	49.13	17,949,400

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DIRECTORS AND EXECUTIVE OFFICERS

The tables set forth below list the directors and executive officers of the Company as at February 27, 2015, indicating their name, municipalities of residence, their respective positions and offices held with the Company, the length of service and their principal occupations within the five preceding years.

Each director is elected at our annual meeting of shareholders to serve until the next annual meeting or until a successor is elected or appointed, unless such director resigns or is removed earlier. To the knowledge of Sierra Wireless, the directors and executive officers as a group, beneficially own, directly or indirectly, or exercise control or direction over, 581,273 Common Shares (not including Common Shares issuable upon the exercise of stock options or unvested restricted stock units), representing as of February 27, 2015 approximately 1.8%of the issued and outstanding Common Shares.

Directors

Name, Position and Residence	Principal Occupation or Employment in the Preceding Five Years (1)	Director Since
Jason W. Cohenour	President and Chief Executive Officer of the Company	October 2005
President, CEO and Director
Washington, U.S.A.
Gregory D. Aasen (3)	Independent Outside Director	December 1997
Director
British Columbia, Canada
Robin Abrams (2)	Independent Outside Director	March 2010
Director
California, U.S.A.
Paul G. Cataford (2) (4)	Independent Outside Director; President and Chief Executive Officer of Zephyr Sleep Technologies (a developer and manufacturer of sleep-related medical devices) from April 2010 to present	July 1998
Director
Alberta, Canada
Charles E. Levine(2)(3)(4)	Independent Outside Director	May 2003
Chairman and Director
California, U.S.A.
Thomas Sieber(2)	Independent Outside Director; Chairman of the Board of Directors of Orange Switzerland 2012 to present; CEO of Orange Switzerland from 2009 to 2012	January 2014
Director
Zurich, Switzerland
Kent P. Thexton(3)	Independent Outside Director; Managing Director of OMERS Ventures from January 2014 to present; Chairman of Redknee Solutions Inc. from November 2006 to present	March 2005
Director
British Columbia, Canada

Notes:

(1) The information as to "principal occupation" has been furnished by the respective directors

(2) Member of the Audit Committee

(3) Member of the Human Resources Committee

(4) Member of the Governance and Nominating Committee

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Executive Officers

Name, Position and Province or State and Country of Residence	Principal Occupation in the Preceding Five Years	Length of Service
Jason W. Cohenour	President and Chief Executive Officer	18 years
President and Chief Executive Officer
Washington, U.S.A.
David G. McLennan	Chief Financial Officer	11 years
Chief Financial Officer and Secretary
British Columbia, Canada
Philippe Guillemette	Chief Technology Officer from September 2010 to present; Senior Vice President, Advanced Technology from March 2009 to September 2010	6 years
Chief Technology Officer
British Columbia, Canada
Bill Dodson	Senior Vice President, Operations	12 years
Senior Vice President, Operations
British Columbia, Canada
Jason L. Krause	Senior Vice President, Corporate Development and Marketing from January 2011 to present; Vice President, Corporate Development from January 2009 to January 2011	7 years
Senior Vice President, Corporate Development and Marketing
British Columbia, Canada
A. Daniel Schieler	Senior Vice President and General Manager, OEM Solutions from August 2013 to present; Senior Vice President and General Manager, Mobile Computing Business Unit from September 2010 to August 2013; Senior Vice President, Worldwide Sales from January 2005 to September 2010	11 years
Senior Vice President and General Manager, OEM Solutions
California, U.S.A.
Pierre Teyssier	Senior Vice President, Purchasing from February 2015 to present; Senior Vice President, Engineering from March 2009 to January 2015	6 years
Senior Vice President, Purchasing
Issy-les-Moulineaux, France
Emmanuel Walckenaer	Senior Vice President and General Manager, Enterprise Solutions from August 2013 to present; Senior Vice President and General Manager, Solutions and Services from September 2010 to August 2013; Senior Vice President and General Manager, Solutions and Services from March 2009 to September 2010	6 years
Senior Vice President and General Manager, Enterprise Solutions
Issy-les-Moulineaux, France

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None of the directors or executive officers of the Corporation is, as at the date of this Annual Information Form (“AIF”), or was within 10 years before the date of this AIF, a director, chief executive officer or chief financial 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 director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or

b) was subject to an order that was issued after the director or executive officer 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.

No director or executive officer of Sierra Wireless or a shareholder holding a sufficient number of securities of Sierra Wireless to affect materially its control:

a) is, as at the date of this annual information form, or has been within the 10 years before the date of the AIF, a director or executive officer of any company (including Sierra Wireless) that, 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;

b) has, within the 10 years before the date of this annual information form, 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 director, executive officer or shareholder;

c) has been subject to:

(i) 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

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

CODE OF BUSINESS CONDUCT

In 2003, the Board of Directors adopted a Code of Business Conduct applying to all directors, officers, employees and contractors of the Company and each affiliate and subsidiary of the Company, including the Company’s Chief Executive Officer, Chief Financial Officer and other senior officers, to ensure that we conduct our business in accordance with the highest standards of business conduct. The Board of Directors approved updated versions of the Code of Business Conduct in December 2005, October 2008, March 2011 and February 2014. There have been no waivers granted from the Code of Business Conduct since its adoption. The Code of Business Conduct is available on the Company’s website at www.sierrawireless.com or on SEDAR at www.sedar.com.

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AUDIT COMMITTEE

Mandate of the Audit Committee

The full text of the Mandate of the Audit Committee is set out below.

1. Purpose and Scope

The audit committee (“Committee”) was established by the Board of Directors (“Board”) of Sierra Wireless Inc. (“Company”) to assist the Board in fulfilling its responsibilities for oversight of the following:

• the Company's systems of internal and disclosure controls;

• the Company's financial reporting process including the Company’s financial statements and other financial information provided by the company to its shareholders, the public and others in accordance with applicable securities and corporate legislation and the Company’s Disclosure Policy;

• the Company's compliance with financial, accounting, legal and regulatory requirements including the Company’s Code of Business Conduct;

• the appointment, compensation, independence, oversight, communication with, performance and change of the Company’s external and independent auditors (the “Auditors”);

• the Company’s process for identification of the principal risks of the Company’s business and ensuring that an appropriate process is in place to manage risks across the enterprise; and

• the fulfillment of the other responsibilities set forth in this Mandate.

2. Organization, Membership and Meetings

• Committee members shall meet the requirements of the Toronto Stock Exchange, the NASDAQ Exchange, the Securities and Exchange Commission, the securities commissions of each of the Provinces of Canada in which the Company is a reporting issuer and any other regulatory agency that may have jurisdiction over the operations of the Company from time to time.

• The Committee shall consist of three or more directors who are “independent” as defined by applicable law, regulations, guidelines and policies, and as determined by the Governance and Nominating Committee (“GNC”) of the Board.

• All members of the Committee shall be “financially literate”, and at least one member of the Committee shall be a “financial expert”. “Financially literate” and “financial expert” will have the respective meanings set out in applicable law, regulations, guidelines and policies.

• Members of the Committee shall be appointed annually by the Board on the recommendation of the GNC. Members may be replaced by the Board at any time, but shall otherwise serve until a successor has been named.

• No committee member may serve on the compensation committee of another company if any director of the Company is, or has been in the past three years, an employee of that other company.

• No member shall be affiliated with the Company or any subsidiary.

• The Committee shall meet from time to time, as it deems necessary, but at least four times per year.

• The presence in person or by telephone of a majority of Committee members shall constitute a quorum for any meeting of the Committee.

• The Committee may include management at its meetings, but shall also hold an executive session at each meeting at which only independent directors are present.

• The Committee shall maintain written minutes of its meetings, which minutes will be filed in the corporate minute book.

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3. Authority and Responsibilities

3.1 External Audit:

• Recommend to the Board the appointment and compensation of the Auditors. Oversee the work of the Auditors (including resolution of disagreements between Management and the Auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

• Review in advance and pre-approve all non-audit services to be provided to the Company or its subsidiaries by the Auditors, as permitted by applicable governance rules and in particular Section 10A of the Securities Exchange Act of 1934 and, in connection therewith, to approve all fees and other terms of engagement. The Committee shall also review and pre-approve all disclosures required to be included in any public filings with respect to non-audit services. The Committee may delegate to one or more members the authority to pre-approve non-audit services, provided a report is made to the Committee at its next scheduled meeting. The Committee may consult with Management but shall not delegate these responsibilities to Management.

• Communicate directly with the Auditors.

• Review the performance of the Auditors on at least an annual basis.

• On an annual basis, review and discuss with the Auditors all relationships the Auditors have with the Company in order to evaluate the Auditors’ continued independence. The Committee: (i) shall ensure that the Auditors submit to the Committee on an annual basis a written statement delineating all relationships and services that may impact the objectivity and independence of the Auditors; (ii) shall discuss with the Auditors any disclosed relationship or services that may impact the objectivity and independence of the Auditors; and (iii) shall satisfy itself as to the Auditors' independence.

• At least annually, obtain and review an annual report from the Auditors describing (i) the Auditors' internal quality control procedures and (ii) any material issues raised by the most recent internal quality control review, or peer review, of the Auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Auditors, and any steps taken to deal with any such issues.

• Confirm that the rotation of the lead audit partner or the audit partner responsible for reviewing the audit (the concurring partner), for the Company’s Auditors complies with the requirements of the Canadian and US regulatory authorities.

• Review all reports required to be submitted by the Auditors to the Committee particularly including those required by Section 10A of the Securities Exchange Act of 1934.

• Review, based upon the recommendation of the Auditors and Management, the scope and plan of the work to be done by the Auditors for each fiscal year.

3.2 Financial Statements:

• Review and discuss with Management and the Auditors the Company's quarterly financial statements (including disclosures made in Management's Discussion and Analysis, as defined in Multilateral Instrument 51-102, and interim earnings press releases) prior to submission to shareholders, any governmental body, any stock exchange or disclosure to the public. Subject to delegation from the Board, approve the interim financial statements and footnotes, MD&A and interim earnings press release.

• Review and discuss with Management and the Auditors the Company's annual audited financial statements (including disclosures made in Management’s Discussion and Analysis and annual earnings press releases) prior to submission to shareholders, any governmental body, any stock exchange or disclosure to the public. Recommend to the Board approval of the annual audited financial statements and footnotes, MD&A and annual earnings press release.

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• Recommend to the Board, if appropriate, that the Company's annual audited financial statements be included in the Company's annual report for filing with appropriate securities regulatory agencies.

• Review and approve any reports required to be included in the Company's annual meeting materials and any other Committee reports required by applicable securities laws or stock exchange listing requirements or rules.

3.3 Periodic and Annual Reviews:

• Periodically review with each of Management and the Auditors (i) any significant disagreement between Management and the Auditors in connection with the preparation of the financial statements, (ii) any difficulties encountered during the course of the audit or review (including any restrictions on the scope of work or access to required information), and (iii) Management's response to each.

• Periodically discuss with the Auditors, without Management being present (i) their judgments about the quality, appropriateness, and acceptability of the Company's accounting principles and financial disclosure practices, as applied in its financial reporting, and (ii) the completeness and accuracy of the Company's financial statements.

• Consider and approve, if appropriate, significant changes to the Company's accounting principles and financial disclosure practices as suggested by the Auditors or Management. Review with the Auditors and Management, at appropriate intervals, the extent to which any changes or improvements in accounting or financial practices, as approved by the Committee, have been implemented.

• Review with Management, the Auditors and the Company's counsel, as appropriate, any legal, regulatory or compliance matters that could have a significant impact on the Company’s financial statements, including significant changes in accounting standards or rules as promulgated by the Canadian Institute of Chartered Accountants, the securities regulators having jurisdiction over the Company or other regulatory authorities with relevant jurisdiction.

• Obtain and review an annual report from Management relating to the accounting principles used in preparation of the Company's financial statements (including those policies for which Management is required to exercise discretion or judgments regarding the implementation thereof).

• On a quarterly basis, obtain and review a report from Management summarizing the Company’s investments in cash or cash equivalents and marketable securities.

• On an annual basis, review the Company’s Treasury Investment Policy.

3.4 Discussions with Management:

• Review and discuss with Management the Company's annual and interim earnings press releases (including the use of “pro forma” or “adjusted” non-GAAP information), financial information and earnings guidance provided to analysts and rating agencies as well as all other material public disclosure documents such as the Company’s AIF, management information circular and any prospectuses.

• Review and discuss with Management all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses.

• Inquire about the application of the Company's accounting policies and their consistency from period to period, and the compatibility of these accounting policies with generally accepted accounting principles, and (where appropriate) the Company's provisions for liabilities that may have a material impact on the financial statements of the Company.

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• Review and discuss with Management the Company's major financial risk exposures and the steps Management has taken to monitor and control such exposures (including Management's risk assessment and risk management policies).

• Review and discuss with Management all disclosures made by the Company concerning any material changes in the financial condition or operations of the Company.

• The Committee will meet periodically and separately with the Company’s counsel to review material legal affairs of the Company and the Company’s compliance with applicable law and listing standards.

• Obtain explanations from Management for unusual variances in the Company’s annual financial statements from year to year, and review annually the Auditors’ letter of the recommendations to Management and Management's response.

• Periodically review the Company’s administration of equity awards under the Company’s long-term incentive plans (stock option plan and restricted share unit plans) including without limitation: (i) the practices and procedures adhered to; and (ii) the accounting treatment of equity awards. In doing so, the Audit Committee shall: (i) have special regard to grants of equity awards to insiders of the Company; (ii) review individual equity awards on a “sample” basis; and (iii) assess the records retention relating to equity awards on a sample basis.

3.5 Internal Controls and Disclosure:

• In consultation with the Auditors and Management: (a) review the effectiveness of the Company’s internal control structure and system including information technology security and control, and the procedures designed to ensure compliance with laws and regulations, and (b) discuss the responsibilities, budget and staffing needs of the Company’s internal accounting department.

• Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

• Be satisfied that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of those procedures.

• Be satisfied that record retention services provided by third parties are effective. (For example, that equity grants are appropriately recorded and that all information necessary for compliance with all relevant laws, regulations and Company policies is available for review when required).

3.6 Risk Management and Compliance:

• Ensure that in addition to the Committee’s oversight of management’s process to identify and manage key financial risks, the Company has in place a process for enterprise risk management whereby the Committee reviews the enterprise’s most critical risks and tracks management’s actions to manage such risks.

• Review with management and the senior risk management executive the charter, activities, staffing and organizational structure of the risk management function.

• On a periodic basis, but not less than once per year, report to the Board on the process for enterprise risk management, the company’s most critical risks and management’s actions to address such risks.

• Discuss with the senior risk management executive any issues that may have been brought forward concerning compliance with the Company’s Code of Business Conduct.

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• Ensure that there are no unjustified restrictions or limitations on the activities of the risk management function and review and concur in the appointment, replacement or dismissal of the senior risk management executive.

• On an annual basis, review the effectiveness of the risk management function

• On a regular basis, meet separately with the senior risk management executive to discuss any matters that the Committee or the senior risk management executive believes should be discussed

3.7 Reporting Obligations:

• Ensure that all reporting obligations related to the AIF (Form 40-F for US purposes) and management information circular under Part 5 of Multilateral Instrument 52-110 are fully complied with.

3.8 Other:

• Review and approve all related-party transactions.

• Review and approve the Company’s hiring policies regarding partners, employees, and former partners and employees of the present and former external auditor of the Company.

• Review any Management decision to seek a second opinion from Auditors other than the Company’s regular Auditors with respect to any significant accounting issue.

• Review with Management and the Auditors the sufficiency and quality of the financial and accounting personnel of the Company.

• Review and reassess the adequacy of this Mandate annually and recommend to the Board any changes the Committee deems appropriate.

• Conduct an annual performance evaluation of Committee operations.

• As necessary to carry out its duties, engage independent legal, accounting or other advisors to advise the Committee and set and pay the compensation for any such legal, accounting or other advisors employed by the Committee.

• Perform any other activities consistent with this Mandate, the Company's By-laws and governing law as the Committee or the Board deems necessary or appropriate.

• The Committee will have full access to all books, records, facilities and personnel of the Company.

4. External and Internal Linkages

• The Board

• The CEO and Senior Management

• The senior Risk Management executive

• Outside Consultants and Advisors

• The Corporate Governance and Nominating Committee

Composition of the Audit Committee

We have a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Robin A. Abrams (Chair), Paul G. Cataford, Charles E. Levine and Thomas Sieber are the current members of the Audit Committee. Each of them is an independent director and is financially literate as such terms are defined by applicable Canadian and U.S. securities laws.

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Relevant Education and Experience

Robin A. Abrams is an independent director.  Ms. Abrams has extensive experience in governance and oversight over the financial matters 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.  In addition, she has held CEO positions at 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 HCL Technologies, Lattice Semiconductor Corporation, Zephyr Sleep Technologies Inc., and FactSet Research Systems Inc., as well as on the board of trustees for the Anita Borg Institute for Women and Technology.

The Board of Directors has determined that Ms. Abrams is the Audit Committee’s financial expert within the meaning of General Instruction B(8)(b) of Form 40-F.  Ms. Abrams has had extensive experience supervising chief financial officers in the preparation of financial statements, overseeing and assessing the performance of companies with respect to preparing and evaluating financial statements, and has served as a member of the audit committee of several publicly traded companies for over ten years.

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.

Paul G. Cataford is an independent director. Mr. Cataford is currently the President and Chief Executive Officer of Zephyr Sleep Technologies. Previously, he was the President and Chief Executive Officer of University Technologies Inc., a wholly-owned subsidiary of the University of Calgary that is responsible for the university’s technology commercialization, from 2004 until March 2009. Mr. Cataford’s other experience includes consulting, Executive Managing Director of BMO Nesbitt Burns Equity Partners Inc. from 2001 to 2002 and Managing Director and President of BCE Capital Inc. from 1997 to 2001. Mr. Cataford is also the Chair of the audit committee for Hemisphere GPS, Inc. (formerly CSI Wireless, Inc.). Mr. Cataford has extensive knowledge of venture capital investing and technology. Mr. Cataford completed a Mechanical Engineering Degree at Queen’s University and an MBA, specializing in finance and international business, at York University. Mr. Cataford has received the Institute of Corporate Directors certified designation (ICD.D) from the Rotman School of Management.

Charles E. Levine is an independent director and a management consultant. Mr. Levine has a track record of developing brands into large businesses, most notably when he was President and Chief Operating Officer of Sprint PCS (now Sprint Nextel) where he oversaw revenue growth to over $10 billion in four and a half years and at AT&T, where he turned around the Consumer Products and Small Business Markets, winning Popular Electronics Product of the Year for one video conferencing product. He has held senior management positions at CAD Forms Technology and Octel Communications (now part of Lucent). Mr. Levine was named Marketer of the Year in 1999 by MC Magazine and CEO of the Year in 2001 by Frost & Sullivan for his notable achievements at Sprint PCS. He holds an MBA (Marketing) from the J.L. Kellogg Graduate School of Management-Northwestern University, and a bachelor’s degree in Economics from Trinity College.

Thomas Sieber is an independent director.  Mr. Sieber has extensive experience as a technology industry executive with demonstrated expertise in building pan-European enterprise sales channels.  He is currently the Chairman of the Board of Orange Switzerland.  Mr. Sieber was the CEO of Orange Switzerland from 2009 to 2012, where he led a successful turnaround of the business and drove the sales process of the company to a new owner.  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 Economics at the University of St. Gallen (HSG) in Switzerland, graduating in 1987.  Mr. Sieber also currently serves on the board of directors of the Swiss software company Garaio AG, the Danish wireless technology company, RTX A/S and as Chairman of Limmex AG, a Swiss company active in the field of security services.

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Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied upon any exemption from NI 52-110 provided therein.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors of the Company.

Pre-approval Policies and Procedures

The Audit Committee has the sole authority to review in advance and pre-approve all audit and non-audit services to be provided to the Company or its subsidiaries by the external auditor, as well as all fees and other terms of engagement. The Audit Committee may delegate to one or more members the authority to pre-approve non-audit services, provided a report is made to the Audit Committee at its next scheduled meeting. For the fiscal years ended December 31, 2014 and 2013, all of the audit and non-audit services below were pre-approved by the Audit Committee.

Auditor Independence

Sierra Wireless’s Audit Committee has concluded that KPMG LLP, the Company’s independent registered chartered accountants (“Auditors”), is independent under applicable rules and guidelines and, in particular, that the Auditors are free from conflicts of interest that could impair their objectivity in conducting the audit of the Company’s financial statements. The Audit Committee is required to approve all audit and non-audit related services performed by our Auditors, and our Auditors are not permitted to perform services for us prohibited for an independent auditor under applicable Canadian and United States regulations, including the Sarbanes-Oxley Act of 2002.

Auditors’ Fees

	2014		2013
Audit fees	$	988,468	$	1,264,149
Tax fees	12,780		—
Audit-related fees	1,834		9,443
All other fees	—		—
Total	$	1,003,082	$	1,273,592

Audit Fees

Audit fees for 2014 and 2013 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, and services that are normally provided by our Auditors in connection with statutory and regulatory filings or engagements for such year.

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Tax Fees

Tax fees for 2014 were primarily for general tax consultation. No tax fees were billed by our Auditors in 2013.

Audit-Related Fees

Audit-related fees consist of fees for attestation services and are not reported above as Audit fees.

All Other Fees

No other fees were billed by our Auditors in 2014 or 2013 for services other than those reported in the preceding paragraphs.

LEGAL PROCEEDINGS

We are engaged in certain claims, legal actions and arbitration matters, all in the ordinary course of business, that

are described in our Management Discussion and Analysis for the year ended December 31, 2014, which can be found on our website at www.sierrawireless.com or at www.sedar.com, and filed as Exhibit 1.3 to our Annual Report on Form 40-F.

We are not aware at this time of any legal proceedings that are contemplated.

During the financial year ended December 31, 2014:

a) no penalties or sanctions were imposed against Sierra Wireless by a court relating to securities legislation or by a securities regulatory authority;

b) no penalties or sanctions were imposed by a court or regulatory body against Sierra Wireless that would likely be considered important to a reasonable investor in making an investment decision; and

c) no settlement agreements were entered into before a court relating to securities legislation or with a securities regulatory authority.

QUORUM EXEMPTION

The rules and regulations of the Nasdaq require each listed issuer to provide that a quorum for its shareholders’ meetings be at least 33 1/3 percent of the issuer’s outstanding shares. The Company has been granted an exemption from this requirement because it is contrary to generally accepted business practices in Canada, the Company’s country of domicile. The Company has had the benefit of this exemption in the current year and prior years.

In determining whether a requirement is contrary to generally accepted business practices, the Nasdaq rules generally look to the requirements of the primary market in the issuer’s country of domicile. The rules and policies of the TSX, the primary market in Canada, do not contain quorum requirements, and the Canada Business Corporations Act, the Corporation’s governing statute, defers to the quorum requirements contained in an issuer’s By-laws. Under the Company’s By-laws, a quorum for a meeting of the Company’s shareholders is two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled.

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REGISTRAR AND TRANSFER AGENT

The Registrar and Transfer Agent for the Common Shares in Canada is Computershare Investor Services Inc., 3^rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9 and in the United States is Computershare Trust Company, N.A., 350 Indiana Street, Suite 800, Golden, Colorado. These offices and the principal offices of Computershare Investor Services Inc. in the City of Toronto maintain the register of Common Shares and can effect transfers and make deliveries of certificates for Common Shares.

MATERIAL CONTRACTS

The Company is party to the following material contracts as defined in National Instrument 51-102 - Continuous Disclosure Obligations: the Shareholder Rights Plan disclosed under the heading “Description of Capital Structure” and the Asset Purchase Agreement with Netgear disclosed under the heading "General Development of the Business".

EXPERTS

KPMG LLP, independent registered chartered accountants, have audited the Company’s consolidated financial statements as at December 31, 2014 and 2013, and for each of the years in the three year period ended December 31, 2014 as set forth in their reports. KPMG LLP has advised the Company that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia and in accordance with the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board (United States).

ADDITIONAL INFORMATION

Additional information relating to the Company:

(a) may be found on the System for Electronic Analysis and Retrieval (“SEDAR”) at www.sedar.com and on the SEC’s Electronic Document and Gathering Retrieval System (“EDGAR”) at www.sec.gov;

(b) including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, is contained in the Company’s Information Circular for its most recent annual meeting of shareholders; and

(c) is provided in the Company’s audited financial statements and related management discussion and analysis for the years ended December 31, 2014 and 2013.

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