Certicom Corp. Adopts Shareholder Rights Plan.

SAN MATEO, Calif.--(BUSINESS WIRE)--Aug. 22, 1997--Certicom Corp. announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to ensure the fair treatment of shareholders in connection with any take-over offer for the Company.

The rights plan addresses the Company's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the shareholders to properly consider a take-over bid, or for the Board of Directors to seek alternatives to such a bid. The plan sets out a mechanism for permitted bids that allows a longer period for consideration of a bid by shareholders.

The rights plan is effective upon receipt of shareholder approval and will provide the Board of Directors of the Company and the shareholders more time to fully consider any unsolicited take-over bid for the Company. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value.

Shareholders will be asked to confirm the rights plan at the Annual Meeting of the shareholders to be held on Sept. 22, 1997. The plan has a term of ten years, subject to reconfirmation by shareholders every three years.

The rights issued under the rights plan become exercisable only when a person, together with any party related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the rights plan or without approval of the Board of Directors of the Company.

Should such an acquisition occur, rights holders, other than the acquiring person and related persons, can purchase common shares of the Company at half the prevailing market price at the time the rights become exercisable. Each right, upon exercise, would entitle the purchase of ten shares of the Company for the same price as it would take to acquire five shares at market price, as defined in the rights plan.

Under the rights plan, a Permitted Bid is a bid made to all holders of the Company's common shares that is open for acceptance for not less than 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender.

Commenting on the adoption of the rights plan, Philip C. Deck, president, CEO and chairman of the Board said, "With the rapidly increasing awareness of Certicom in the U.S. technology sector, the Board believes that it is prudent to ensure that if any bid were to occur, the Company would have the ability to respond in a timely and considered way without diminishing the rights of shareholders to decide on the ultimate response." The Board is not currently aware of the existence of any actual or contemplated take-over bid.

Certicom is a leading provider of cryptographic technologies for computing and communications companies. Certicom's core technology is (CE)2 -- a stronger, faster, smaller engine that performs public-key encryption and digital signatures required for advanced data security. (CE)2 is available for software, firmware, and integrated circuit implementations and is particularly well suited for constrained environments such as smart cards, wireless devices and high-transaction servers.

Certicom's cryptographic research and product development is based in Mississauga, Ontario, Canada, with sales and marketing operations in San Mateo. Certicom shares are quoted on the Toronto Stock Exchange under the symbol "CIC."

Visit Certicom's web site at www.certicom.com .

CONTACT: Certicom Corp.

Kim Morningstar, 905/507-4220

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