Corporate Governance Comments:

This company earns our corporate governance rating of "C" What it terms an election of directors is, in reality, a ratification of a single slate. The slate is chosen by incumbent directors and management. Such a voting process fails to provide shareholders with meaningful choices, when true elections have been found throughout the non-corporate world (e.g., Federal, state and local governments, and educational institutions) to produce successful results.

Resolutions:

• Resolution 1 - "Financial Statements and Auditor's Report": To receive and consider the consolidated financial statements of the Company for the fiscal year ended February 28, 2004 and the Auditor's Report thereon.
• Resolution 2 - "Election of Directors": To elect directors to serve until the ensuing year. One slate, seven nominees.
• Resolution 3 - "Appointment of Independent Auditors and Authorization of Directors to Fix Their Remuneration ": To re-appoint the auditors of the Company and to authorize the Board of Directors to fix the auditors' remuneration.
• Resolution 4 - "Shareholder Proposal": To consider a shareholder proposal regarding gender diversity.

Recommendations:

We recommend that clients holdings shares of RESEARCH IN MOTION LIMITED vote:

Resolution	Egan-Jones Recommendation	Management Recommendation
Resolution 1 - "Financial Statements and Auditor's Report":	FOR	FOR
Resolution 2 - "Election of Directors":	FOR, WITH EXCEPTION OF Michael Lazaridis, Douglas E. Fregin, James L. Balsillie and Kendall Cork	FOR
Resolution 3 - "Appointment of Independent Auditors and Authorization of Directors to Fix Their Remuneration ":	FOR	FOR
Resolution 4 - "Shareholder Proposal":	AGAINST	AGAINST

Considerations and Recommendations:

Egan-Jones' review centered on the Proposals in the context of maximizing shareholder value, based on publicly available information.

• Resolution 1 - "Financial Statements and Auditor's Report":

  The shareholders of the Company are being asked to receive and consider the consolidated financial statements of the Company for the fiscal year ended February 28, 2004 and the Auditor's Report thereon. We recommend a vote "FOR" this Resolution.

• Resolution 2 - "Election of Directors":

  There is a single slate of nominees, the nominees appear qualified, but we recommend that clients "WITHHOLD" votes from insiders Michael Lazaridis, Douglas E. Fregin and James L. Balsillie due to the absence of a Nominating Committee. We prefer that the said committee be comprised solely of independent outside directors. Moreover, Mr. Balsillie serves as the CEO and Chairman of the Board. We believe that there is an inherent potential conflict in having the CEO or former CEO serve as the Chairman of the Board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability. Votes should be likewise withheld from independent outside director Kendall Cork due to his four other directorships. We prefer that directors should serve only a maximum of three other directorships to ensure the effective and prudent exercise of their fiduciary duties as directors. Also, see our corporate governance comments above. We believe that in the future, a shareholder proposal should be put forward which provides for a meaningful election of directors (e.g. multiple nominees for each seat).

  We note the independence of the standing Audit and Compensation committees.

• Resolution 3 - "Appointment of Independent Auditors and Authorization of Directors to Fix Their Remuneration ":

  The Audit Committee has chosen Ernst & Young LLP to serve as the Company's auditors for fiscal year 2005. This resolution also seeks authorization of the Board to fix the auditor's remuneration. We have seen no evidence that its integrity, professionalism or independence is in question. We recommend a vote "FOR" this Resolution.

• Resolution 4 - "Shareholder Proposal":

  The shareholders of the Company will be asked to consider the shareholder proposal to require the Board of Directors to (1) make a greater effort to locate qualified women as candidates for nomination to the Board of Directors; (2) attempt to recruit qualified women to fill senior officer positions; (3) issue a public statement regarding gender diversity; and (4) provide shareholders with a report regarding gender diversity.

  The shareholder proposal relates to gender diversity, a matter that Research In Motion takes very seriously. The Company has gone to great lengths to attract and retain the most qualified individuals in a very competitive market. The Company makes no gender distinctions when nominating directors or when hiring and promoting its employees. The Company's management believes that diversity is vital for the Company to be able to grow and compete in the global marketplace. However, the Company's views on diversity are not simply limited to gender diversity and are developed to foster a truly diverse environment. The Company has adopted a variety of policies and procedures which reflect its commitment to provide equal opportunity for all persons, including its recruiting practices, working conditions, compensation, training, opportunities for advancement, without regard to the person's age, race, religious creed, gender, marital status, sexual orientation, color, national origin, ancestry, or disability.
  
  Fundamentally, RIM's diversity policy is rooted in the Company's value of respect for all individuals. At RIM, individual differences are not only respected, they are valued. RIM recognizes and manages those differences so that both the individual's and the Company's goals for growth and success are achieved.
  
  In light of these types of employment policies and practices and in light of the guidelines in relation to the appointment of Board members, we believe that adopting these resolutions would serve no useful purpose. In addition, the sort of rigid policy being proposed could place artificial constraints on recruitment that are not justifiable and the preparation of such a report would provide little, if any, additional value for RIM's shareholders. We recommend a vote "AGAINST" this Resolution.