COM DEV's Special Committee Completes its Review of the Company's Stock Option Granting Practices

    CAMBRIDGE, ON, June 13 /CNW/ - COM DEV International Ltd. ("COM DEV" or
the "Company"), announced today that the Special Committee established to
review the Company's historical stock option granting practices has delivered
its report to the Board of Directors of the Company. The two independent
directors who comprised the Special Committee were advised by independent
legal counsel and assisted by independent accounting experts.
    In its review, the Special Committee determined that certain of the
option grants made by the Company resulted in certain directors, officers and
employees receiving benefits from option grants that were effectively made at
an exercise price that was less than fair market value as of the date
determined to be the grant date for the award. None of the currently serving
Executive Officers or the directors of the Company exercised any options which
were determined to have been granted at less than fair market value.
    The Special Committee has recommended the Board of Directors adopt
certain enhanced corporate governance measures designed to augment the
effectiveness of the Company's stock option granting process. The Board has
adopted these recommendations of the Special Committee. The Board is also
assessing further measures to be adopted in relation to its stock option
granting procedures.
    The Special Committee and its counsel have met with staff of the Ontario
Securities Commission to discuss its review and the Company will continue to
proactively cooperate with the OSC in this matter.
    The Special Committee concluded that the Company did not maintain
adequate internal controls with respect to the issuance of options. The
Special Committee noted that the grant process was characterized by
informality and by a lack of definitive documentation, especially during the
period of time when the Company experienced rapid growth in the first few
years after going public.
    No options will be granted by the Board of Directors until it has fully
assessed the report of the Special Committee and has taken all steps necessary
to ensure that options are granted in strict compliance with the Company's
enhanced stock options granting process.
    As a result of the Special Committee's review, it has been determined
that no adjustment to, or restatement of the Company's historical financial
statements will be required.

    About COM DEV

    COM DEV International Ltd. ( is a leading global
designer and manufacturer of space hardware subsystems. With facilities in
Canada, the United Kingdom and the United States, COM DEV manufactures
advanced products and subsystems that are sold to major satellite prime
contractors for use in communications, space science, remote sensing and
military satellites.

    COM DEV, COM DEV International Products, COM DEV USA and COM DEV Europe
are registered trademarks of COM DEV International Ltd. This news release
contains statements that, to the extent they are not recitations of historical
fact, may constitute "forward-looking statements" within the meaning of
applicable Canadian securities laws. Forward-looking statements may include
financial and other projections, as well as statements regarding COM DEV's
future plans, objectives or economic performance, or the assumptions
underlying any of the foregoing. COM DEV uses words such as "may", "would",
"could", "will", "likely", "expect", "anticipate", "believe", "intend",
"plan", "forecast", "project", "estimate" and similar expressions to identify
forward-looking statements. Any such forward-looking statements are based on
assumptions and analyses made by COM DEV in light of its experience and its
perception of historical trends, current conditions and expected future
developments, as well as other factors COM DEV believes are appropriate under
the relevant circumstances. However, whether actual results and developments
will conform to COM DEV's expectations and predictions is subject to any
number of risks, assumptions and uncertainties. Many factors could cause COM
DEV's actual results, historical financial statements, or future events to
differ materially from those expressed or implied by the forward-looking
statements contained in this news release. These factors include, without
limitation: the determinations made by the special committee of COM DEV's
board of directors which is charged with reviewing COM DEV's historical stock
option granting practices; the determinations made by outside advisors,
auditors and others with respect to this ongoing review; unanticipated
developments and delays encountered during this ongoing review; developments
relating to COM DEV's communication with the Ontario Securities Commission
during this ongoing review; additional corrections that may be required based
on factual findings and analysis obtained during this ongoing review; legal
and accounting developments regarding stock option grants and interpretations
of such guidance; fluctuations in currency exchange rates; delays in the
purchasing decisions of COM DEV's customers; the competition COM DEV faces in
its industry and/or marketplace; and the possibility of technical, logistical
or planning issues in connection with the deployment of COM DEV's products or

    %SEDAR: 00003673E

For further information:

For further information: Gary Calhoun, Chief Financial Officer, Tel:
(519) 622-2300 ext. 2826, Fax: (519) 622-2158,; Jeff
Codispodi, The Equicom Group, Tel: (416) 815-0700 ext. 261, Fax: (416)

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COM DEV International Ltd.

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