AIM Rule 26 Disclosure

The following information is provided pursuant to Rule 26 of the AIM Rules for Companies – Company Information Disclosure.

Description of the Business

See About Us

Country of Incorporation and UK Shareholder Rights

Sandvine Corporation is incorporated under the Business Corporations Act (Ontario), and its corporate headquarters is in Waterloo, Ontario, Canada. The Company’s products are sold worldwide with revenues split relatively evenly between North America and the rest of the world. As a Canadian company trading on AIM, the rights of shareholders may be different from rights of shareholders in a UK incorporated company.

Board of Directors

See Board of Directors

Board Responsibilities and Committees

See Board of Directors Mandate
See Charter of the Audit Committee of the Board of Directors
See Charter of the Compensation Committee of the Board of Directors
See Charter of the Corporate Governance Committee of the Board of Directors

Documentation and Announcements

For public documents, including prospectuses, admissions documents, articles of association, and any documents mailed to shareholders in the last 12 months, see Reports and Filings. For all press releases, see Press Releases. For press releases distributed over RNS to meet AIM disclosure requirements only, see RNS News.

Securities Information

Sandvine's shares are listed on AIM (SAND) in London and the TSX (SVC) in Toronto. As of January 21, 2013 Sandvine had 138,551,030 common shares in issue, none of which were held in treasury. Insofar as Sandvine is aware, based on the best information available to the Company, including through the publicly available data sources and insider filings, 12.4% of the Company's shares are 'not in public hands' (as defined in the AIM Rules) and 9.9% of the Company's shares are held by "significant shareholders" (as defined in the AIM Rules)*:

Shares Not in Public Hands

Shareholder
Shares
Percent
Filing updated
Fidelity 1
13,781,600
9.9%
Nov 30, 2012
Dave Caputo
3,250,653
2.3%
Jan 9, 2013
Scott Hamilton
17,842
0.01%
Jan 9, 2013
Mark Guibert
29,366
0.02%
Jul 13, 2007
John Keating
130,000
0.09%
Oct 15, 2008
Total
17,209,461
12.4%
  



Shares Held by Significant Shareholders*

Shareholder
Shares Held
Percent
Filing Date
Fidelity 1
13,781,600
9.9%
Nov 30, 2012
Total
13,781,600
9.9%
  



1. Includes Fidelity Management & Research Company, Pyramis Global Advisors, LLC, Pyramis Global Advisors Trust Company, Strategic Advisers Incorporated, FIL Limited

* "Significant shareholders" under the AIM rules means holders of more than 3% or more of Sandvine's issued share capital. As a corporation incorporated under the Business Corporations Act (Ontario), Sandvine is not subject to the provisions of the Disclosure and Transparency Rules (U.K.) of the U.K. Financial Services Authority and, consequently, shareholders would not ordinarily be subject to any U.K. requirement to disclose to Sandvine the level of their interests in common shares. As there are no statutory obligations on shareholders (other than insider and early warning reporting obligations) to disclose to the Company the level of their interests in common shares, the holdings described above may not be accurate.

Sandvine's shares are fully fungible between AIM and the TSX and currently all outstanding shares are free trading. Sandvine's common shares have not been registered under the United States Securities Act of 1993, as amended (the "U.S. Securities Act"), or any U.S. state securities laws. Subject to certain exceptions, none of the common shares may be offered or sold, directly or indirectly, in the United States. Offers and sales of any of the common shares in the United States would constitute a violation of the U.S. Securities Act unless made in compliance with, or not subject to, the registration requirements of the U.S. Securities Act or an exemption therefrom.

Key Advisors

Nominated Advisor
Canaccord Genuity,
London, United Kingdom

Auditors
PriceWaterhouseCoopers LLP
Chartered Accountants
Kitchener, Ontario, Canada

Legal Counsel
Stikeman Elliott LLP
Toronto, Ontario, Canada

Transfer Agents and Registrars
Computershare Investor Services Inc.
Toronto, Ontario, Canada