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Management Presentation

July 2014

FORWARD LOOKING STATEMENTS

• This presentation about API Technologies Corp. (the “Company”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects or future results of the business, operations or financial position of API made in this presentation are forward-looking. We use words such as believe, expect, anticipate, intends, estimate, forecast, project, should and similar expressions to identify forward-looking statements. Forward-looking statements are based on management’s current expectations of our near-term results, based on current information available pertaining to us and are inherently uncertain. We wish to caution investors that any forward-looking statements made by or on our behalf are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other risk factors include, but are not limited to: the affect of the unfavorable global, national and local economic conditions on our customers and our statements. These uncertainties and other risk factors include, but are not limited to: the affect of the unfavorable global, national and local economic conditions on our customers and our businesses, the affect of the current economic crisis on our ability to effect our business plans and strategies, the changing political conditions in the United States and other countries, governmental laws and regulations, anticipated government budget changes, international trading and export restrictions, customer product acceptance, and access to capital markets, and foreign currency risks. These risks and uncertainties, as well as other risks and uncertainties could cause our actual results to differ significantly from management’s expectations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We assume no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements we make, whether as a result of new information, future events, or otherwise.

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KEY FACTS

Company API Technologies Corp.

Exchange/Ticker NASDAQ: ATNY

Share Price(1) $2.80

52-Week High / Low $3.86/$2.20

Shares Outstanding 55 millionShares Outstanding 55 million

Market Cap(1) $154 million

Enterprise Value(1) $275 million

LTM Revenue(2)(3) $234 million

LTM Adjusted EBITDA(2)(3) $26 million

(1) May 30, 2014

(2) LTM period ending May 31, 2014

(2) Does not include Sensors business (sold April 2013) and Data Bus product line (sold July 2013), both now reported as Discontinued Operations

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• 90% sole/primary source positions with recurring

revenue streams

• Design-in position on over 300 defense and

industrial programs

• One of the world’s largest RF/microwave merchant

suppliers

Broad portfolio of IP

with design-in position

Focus on revenue

• Consistently Adjusted EBITDA profitable

• Over 25% of revenue from new products

INVESTMENT HIGHLIGHTS

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Focus on revenue

generation and

profitability

• Over 25% of revenue from new products

• Addition of standard and customizable products

to the portfolio broadens access to worldwide

defense and commercial customers

• De-levering company through debt repayment –

over $62M total debt eliminated since

February 2013 re-finance (1)

De-levering through

debt repayment

(1) May 31, 2014 Quarter End

• Provider of RF/microwave, microelectronics,

power, and security solutions for the defense,

aerospace, and commercial industries

• Founded in 1981; Listed on NASDAQ June 2011

with a new company vision

– Today, one of the largest non-Prime provider of

COMPANY OVERVIEW

– Today, one of the largest non-Prime provider of

RF/Microwave and microelectronics

• 1,870 employees worldwide

• 3,000+ customers worldwide

• Revenue breakdown(2)

– ~70% Domestic / 30% International

– ~65% Defense & Government / 35% Commercial

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(1) LTM Ended May 31, 2014

INCREASING AVAILABLE MARKETS

2011

2012 - Present

$5.5B SAM

• Integrated & Multi-

function RF Assemblies

• Radar Subsystem Solutions

• Mobile Power Solutions

• RF Systems

• RF/Microwave Modules

• Integrated & Multi-

function RF Assemblies

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1981: Founded June 2011: NASDAQ Listed

1981-2008

2009-2010

• Analog Mixed

Signal Products

• Components

• TEMPEST & Emanation

Security, Encryption &

Ruggedized Systems

• Sys & Subsys Solutions

• Build-to-Print Services

function RF Assemblies

• Microwave Filters

• Oscillators

• Power Management

• Hybrids

• Active & Passive

Components

• EMI Filters

• Class K (Space)

• Secure Communications

• EMS

function RF Assemblies

• RF Silicon &

RF Components

• Power Amplifiers

• Microelectronics

• Custom Magnetics

• Specialty Connectors

• Rugged Power Rectifiers

• Power Distribution Units

• Secure Mobility Solutions

• FIPS Cryptographic Module

New/Expanded

Products & Capabilities

OUR MARKETS & CUSTOMERS

U.S. DoDU.S. DoD

55%

• Radar

• Military aircraft

Missile defense

Medical, Industrial & Medical, Industrial &

Commercial AerospaceCommercial Aerospace

21%

• Medical devices

• Commercial air

• Alt. Energy

Government & Government &

SecuritySecurity

10%

• Secure

communications

Secure access

Commercial & Commercial &

CommunicationsCommunications

14%

• Mobile devices

• Wireless

communications

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LTM Ended May 31, 2014

• Missile defense

• SATCOM

• C4ISR

• UAVs

• Alt. Energy

• Downhole

• Transportation

• Secure access

• Encryption

communications

• Satellites

• Enterprise

systems

STRONG PRODUCT PORTFOLIO

71%

9%

Systems, Subsystems

& Components (SSC)

Secure Systems &

Information Assurance

(SSIA)

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LTM Ended May 31, 2014

20%

(SSIA)

Electronics

Manufacturing

Services (EMS)

80% of Revenue is Product Driven

MULTI-CHANNEL ACTIVE ANTENNA ARRAY MODULES

SOFTWARE / HARDWARE ENCRYPTION

WELL POSITIONED SUPPLIER AT

EVERY STAGE OF VALUE CHAIN

SYSTEMS & SOLUTIONS

• RF Microwave & Microelectronics

• Electromagnetic Integrated Solutions (EIS)

• Power Solutions

• Secure Systems & Information Assurance

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COMPONENTS

HYBRIDS

SINGLE-FUNCTION ASSEMBLIES

MULTI-FUNCTION ASSEMBLIES

ACTIVE ANTENNA ARRAY MODULES

INTEGRATED MICROWAVE ASSEMBLIES (IMA)

ATTRACTIVE PRODUCT PORTFOLIO

RF/Microwave & Microelectronics

41%

Electromagnetic Integrated

Solutions (EIS)

24%

PowerSolutions

6%

Secure Systems &Information

Assurance (SSIA)

20%

Electronics Manufacturing

Services (EMS)

9%

RF, microwave,

millimeter wave and

Passive

components,

Power management

and distribution

Secure

communications Contract

manufacturing and

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millimeter wave and

microelectronics

products for defense

and commercial

markets

components,

including EMI

filters, magnetics

and ceramics

and distribution

products, EOD

products, and

systems integration

communications

products, including

TEMPEST, rugged

and secure access

manufacturing and

new product

introduction

services for hi-rel

SSC Systems, Subsystems & Components (SSC) Segment SSIA Secure Systems & Information

Assurance (SSIA) Segment EMS Electronics Manufacturing Services (EMS) Segment

EXAMPLEs

AESA

Radar

Modules

GaN Power

Amplifiers

EXAMPLEs

EMI

Filters

Circular

Connectors

EXAMPLEs

Tactical

Power

Power Monitoring

EXAMPLEs

Secure, Rugged

Communication

Hub

Netgard®

Secure Access

EXAMPLEs

Electronics for

EW Systems

Electronics for

Medical Devices

LTM Ended May 31, 2014. Does not include Discontinued Operations.

KEY GROWTH DRIVERS

•Defense electronics

CAGR of 2.3% (1)

•Battlefield miniaturization

•Radar technology & missile

defense advancements

•C4ISR growth

•Wireless and satellite

communications

•Connected devices for

medical, smart metering

•Energy demand (oil and gas,

alternative energy)

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•C4ISR growth

•Information assurance

•Unmanned systems

•Foreign military sales

alternative energy)

•Commercial air

•Increased competition within

RF spectrum

DEFENSE COMMERCIAL(1) Teal Group

WELL POSITIONED DEFENSE SUPPLIER

Secure CommunicationSecure Communication

Military AircraftMilitary Aircraft

Radar ProgramsRadar Programs

Electronic WarfareElectronic Warfare

Weapons ProgramsWeapons Programs

Significant program diversity• No single program over 2.9% LTM revenue(1)

• 300+ Programs

• Majority are sole or primary source positions

• Broad install base

• Incumbent supplier; Positioned well for

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Missile ProgramsMissile Programs

Industrial ProgramsIndustrial Programs

Weapons ProgramsWeapons Programs

CommunicationsCommunications

& Wireless& Wireless

Classified ProgramsClassified Programs

• Incumbent supplier; Positioned well for

technology refreshes, retrofits &

upgrades

•70 years of history

•Preferred Supplier Status

•Strengthens competitive position

•With many of our customers we are a

one-stop-shop; aids with their supply

chain consolidation(1) LTM May 31, 2014

API’S PRODUCTS ON KEY DOD/GOVERNMENT

PLATFORMS & PROGRAMS

Secure Communication

Secure communication

Missile Programs

• Standard Missile

Military Aircraft

• Eurofighter Typhoon

C4ISR

• ID Friend or Foe

RadarPrograms

ElectronicWarfare

• DEWS • Hydra

WeaponsPrograms

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Secure communication solutions used by U.S. Government entities and NATO countries

• TEMPEST& Emanation Security

• Rugged/Mobile CommunicationsPlatforms

• Secure Networking• Encryption

• Standard Missile• AEGIS• Meteor• AMRAAM• Hellfire• HTS/HARM• JDAM• LRAS• Maverick• Patriot• JDAM• Stinger• THAAD• Tomahawk• Classified Programs

• Eurofighter Typhoon• MQ-1 Predator • RQ-4N Global Hawk• Shadow• Lynx• Rafael• Sea Hawk• Black Hawk• B-2 Bomber• CH-47 Chinook• V-22 Osprey• P-3 Orion• F-16 Eagle• F-18 Fighting Falcon• F-22 Raptor• F-35 JSF• P-8A Poseidon• Eurocopter

• ID Friend or Foe• Falcon• Gen-5 Adder• Quad Tracker• WIN-T• JTIDS• JPALS• JTRS• NMT• NOTM• WIN-T• Skyfire• UGCS• VSAT• WAVPAC/Manpack• Classified Programs

• ALR56• AMDR• AN/TPQ-53• AN/TPY-2• APR-39• AWACS • G/ATOR• LAMPS• LCMR• PRSS• MAWS• SIRFC• MK-73• SR HAWK• TRIMM • SEAVUE• Classified Programs

• DEWS• Avenger• CREW/iCREW• MALD• RC58• Sahara Program• SEWIP• Symphony• MK-53• Classified Programs

• Hydra• Sea Ceptor• JSOW• Spider• Classified Programs

KEY SUPPLIER TO SATELLITE/SPACE PROGRAMS

Only 19 facilities worldwide

have MIL-PRF-38435 Class K

(Space) certification.

Deep Space• Galileo• Cassini• USERS• Mars Phoenix• OCO • LCROSS• Mars Satellite Lab• ISS Kibo EF

Communications• Sirius Radio • DirectTV• Olympus• Optus 10• Amazonas 3• GPS-2F• Thor 7• MUOS• Inmarsat

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(Space) certification.

Two of them are ours. Scientific Missions• SAOCOM• Hershel Plank• Grail• EnMap• AMS-02• Lisa Pathfinder• Meteosat• Juno

• Inmarsat• Intelsat • Hot Bird

Launch & Reentry• Curiosity• Taurus• Minuteman• HII

FEATURED DEFENSE TECHNOLOGIES

AESA Radar System-Level

Ready Solutions

• Approximately $4M booked so far

• Line of GaN-based pulsed and continuous power solutions

• Over $6M booked so far

• Active Antenna Array Unit (AAAU) solution

• One opportunity alone offers $90-100 M lifetime revenue potential

• Technically advanced design offers significant competitive

differentiation

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Power Amplifiers

• Line of GaN-based pulsed and continuous power solutions

• Increased power density, reduced size and improved

efficiency position us very favorably against competitors

Mobile Power Sources

• $3.6M of orders booked so far in FY14

• Mobile tactical power supply

• Used for UAV/UAS, C4ISR and Mission Control applications

COMMERCIAL & INDUSTRIAL PRODUCTS

MEET EMERGING DEMANDS

Commercial Aerospace Medical and Industrial

• Cockpit controls

• Electronics for landing gear

• Fuel systems

• In-flight entertainment sys

• Lighting systems

• Robotic surgery systems

• MRI & mammography equipment

• Defibrillators

• Dental drills

• Industrial blenders

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Focus on high reliability products. High barrier to entry offers competitive advantage.

Communications & Consumer Energy

• High temperature electronics

• Power grid electronics

• Solar panels

• Power distribution

• Cell phone towers

• VoIP & optical base stations

• Secure remote access

• Mobile news trucks

FEATURED COMMERCIAL TECHNOLOGIES

EMI Filters

• Go-to expert for challenges related to co-site interference

mitigation

Leading provider of off-the-shelf and custom high reliability

• >50% of the world’s market share of Electromagnetic

Interference (EMI) filters

• Used to protect critical systems – in medical and industrial

products – in the event of electric or magnetic interference from

weather/atmospheric conditions, solar flares, and nearby

electronic systems

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mitigation

• Leading provider of off-the-shelf and custom high reliability

microwave filtering products

• Used in cell towers, base stations for applications including wireless

communications and in-flight internetWireless Communication

Products

Remote Access

Products

• Line of award-winning commercial security products

• Used by major service providers and large financial institutions to

enable third party network access since 1982

• 10+ year partnership with Avaya

LONG-STANDING CUSTOMER BASE

• Long-standing, deep relationships built

on customer collaboration

• No customer over 8% of LTM revenue

• 3,000+ customers

• Serve all the key defense contractors and

Top 10 customers in alphabetical order

• Serve all the key defense contractors and

broad range of Fortune 500 companies

• Supplier to the U.S., U.K and Canadian

governments, with several cleared

facilities

• Exposed to multiple end markets

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LTM Ended May 31, 2014

RECENT HIGHLIGHTS

Featured Q2 Wins Q2 Highlights

• Company-wide Book-to-Bill above 1 – Above 1.1 for Systems, Subsystems & Components

(SSC) segment

• $123.7 million fully-funded backlog

• Medical/Industrial/Commercial

$3.1M order for

transponders for a

UK defense program

$1.2M commercial aviation

win for microwave products

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• Medical/Industrial/Commercial

Aerospace end market growth

• Key product lines launched:– Pre-filtered GPS LNAs for satellites and marine

navigation

– Portable wireless communication bandpass filters

– 1,000 W GaN-based power amplifiers and drivers

– Rad-hard power management products

$2.1 M order for

optical

network

solutions

$1.6M follow on order for

microwave products on a

major U.S. electronic

warfare platform

$1.7M win with

leading wireless

products company

OUR FOOTPRINTEurope North America Asia

Design & Manufacturing Manufacturing Center Sales OfficeDesign Center

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• Domestic & International Footprint

• Trusted facilities & personnel- 12 Trusted facilities

(US, UK, and Canada) High barriers to entry

• Certified facilities, including:- MIL-PRF-38534 (Class H and K)- AS9100 Rev C- ISO 13485:2003- ISO 9001:2008

(All manufacturing facilities)

• International manufacturing locations are API companies and not subcontractors; same equipment and processes as U.S. facilities

• Global Sales Presence

QUARTERLY REVENUE TREND BY SEGMENT ($M) (1)

39.3

39.6

42.9

45.6 42.6

39.7

39.3

30

40

50

60• RF/Microwave,

Electromagnetic Integrated

Solution (EIS) & Power

• Book-to-Bill above 1.1 in

May-14 quarter

• Company’s flagship products,

including AESA radar products,

high power amplifiers, power

management

SSC Segment

• Secure systems and

information assurance

SSIA Segment

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(1) Quarters do not include Sensors business (Sold April 2013) and Data Bus product line (Sold July 2013), now reported as Discontinued Operations

10.7 14.9 16.2

13.3 11.0

13.9 8.8

3.4

3.85.1

3.7 5.6

5.4

5.1

0

10

20

30

Nov-12 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14

information assurance

products

•Highly profitable business

segment

EMS Segment• Value-added

manufacturing for high-

reliability solutions

• May-14 revenue issues

due to defense program

timing

QUARTERLY ADJUSTED EBITDA TREND ($M) (1)

8.4

10%

12%

14%

16%

18%

5

6

7

8

9Adj. EBITDA Adj. EBITDA %

• Consistently

Adjusted EBITDA

profitable

• May-14 Adjusted

EBITDA decline

primarily due to EMS,

partially offset by

growth in SSC

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(1) Quarters do not include Sensors business (Sold April 2013) and Data Bus product line (Sold July 2013), now reported as Discontinued Operations

5.2

7.3 8.4

6.3 6.5

4.3

0%

2%

4%

6%

8%

0

1

2

3

4

Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14

growth in SSC

segment

BALANCE SHEET(1)

Assets(in $ millions)

Cash & cash equivalents $10.6

Accounts receivable $36.8

Inventory $52.7

Other $3.8

Total Current $103.9

Liabilities & Shareholders’ Equity (in $ millions)

Accounts payable & accrued expenses $23.8

Current debt $8.5

Other $3.7

Total Current $36.0

Fixed assets $31.8

Goodwill, intangibles & other $152.7

Total $288.4

Long-term debt & other $124.5

Deferred taxes & deferred gain $14.0

Total Liabilities $174.5

Redeemable Preferred Shares $0.0

Total Shareholders’ Equity & Other $113.9

Total $288.4

(1) As of May 31, 2014

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• 90% sole/primary source positions with recurring

revenue streams

• Design-in position on over 300 defense and

industrial programs

• One of the world’s largest RF/microwave merchant

suppliers

Broad portfolio of IP

with design-in position

Focus on revenue

• Consistently Adjusted EBITDA profitable

• Over 25% of revenue from new products

INVESTMENT HIGHLIGHTS

24

Focus on revenue

generation and

profitability

• Over 25% of revenue from new products

• Addition of standard and customizable products

to the portfolio broadens access to worldwide

defense and commercial customers

• De-levering company through debt repayment –

over $62M total debt eliminated since

February 2013 re-finance (1)

De-levering through

debt repayment

(1) May 31, 2014 Quarter End

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