CAUTIONARY STATEMENT UNDER SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Glenayre Technologies, Inc. ("Glenayre" or the "Company") sets forth below the following cautionary statement
identifying important factors that could cause the Company's actual results to differ materially from those
projected in any forward looking statements made by or on behalf of the Company. These cautionary statements
are made pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, both enacted pursuant to the Private Securities Litigation Reform Act of 1995.
POTENTIAL MARKET CHANGES RESULTING FROM TECHNOLOGICAL ADVANCES
The paging industry and Glenayre's business are subject to competition from alternative forms of data
communication. In addition, Glenayre's business is focused entirely upon the wireless telecommunications
industry. Future technological advances in the wireless telecommunications industry, including digital-based
cellular telephone systems, could result in new products which are competitive with Glenayre's products. There
can be no assurance that Glenayre will not be adversely affected in the event of such technological advances.
While the introduction of more advanced forms of telecommunication may provide opportunities to Glenayre for
the development of new products, these advanced forms of telecommunication may reduce the demand for
pagers and thus the type of paging transmission systems and related software designed and sold by Glenayre. In
addition, there can be no assurance that Glenayre will be able to develop successfully these new products or to
provide additional enhancements to its existing products.
The Company currently faces competition from a number of other equipment manufacturers, certain of which are
larger and have significantly greater resources than the Company, and there can be no assurance that the
Company will be able to compete successfully in the future.