1

Management Presentation

July 2013

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.

2

KEY FACTS

Company API Technologies Corp.

Exchange/Ticker NASDAQ: ATNY

Share Price (7/11/13)(1) $2.80

52-Week High / Low $3.44/$2.36

Shares O/S Basic/Diluted: 54.8 million / 62.3 million

Market Cap $153 millionMarket Cap $153 million

Enterprise Value(2) $260 million

LTM Revenue(3)(4) $270 million

LTM Adjusted EBITDA(3)(4) $34 million

LTM CAPEX(4) $1.8 million

(1) Earnings announcement

(2) Reflects inclusion of Q3 debt repayment of $28.8M on proceeds from sale of Data Bus product line

(3) Includes Sensors business, which was sold in April 2013 (mid-quarter), and was reported as a Discontinued Operation.

(4) LTM period ending May 31, 2013, excludes Sensors business

3

INVESTMENT HIGHLIGHTS

• 90% sole/primary source positions with recurring

revenue streams

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

suppliers

Broad portfolio of IP

with design-in position

Focus on revenue

generation and

• Revenue up 11.6% quarter over quarter, in spite of

challenging defense environment

4

generation and

profitability

challenging defense environment

• Book-to-Bill of 1:1

• Q-over-Q Adjusted EBITDA and net income growth

• Continue to generate Free Cash Flow from Ops

• Recently divested Sensors business unit & Data

Bus product line, in two separate transactions,

for a total of $83.9 million

• De-levering company through debt repayment

Demonstrated ability

to generate cash &

monetize assets

• Provider of RF/microwave, microelectronics, and

security technologies 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

• ~2,000 employees worldwide

• ~3,300 customers worldwide

• Revenue breakdown

– ~75% Domestic / 25% International

– ~60% Defense & Government / 40% Commercial

5

INCREASING AVAILABLE MARKETS

2009-2010

2011

2012-Present

$4.4B SAM

• Integrated & Multi-

function RF Assemblies

• Microwave Filters

• Oscillators

• Power Management

• Radar Subsystem Solutions

• RF Systems

• RF/Microwave Modules

• Integrated & Multi-

function RF Assemblies

• RF Silicon &

RF Components

• Power Amplifiers

6

1981: Founded June 2011: NASDAQ Listed

1981-2008

2009-2010

Key Acquisitions: Key Acquisitions:

• Data Bus Products

• Analog Mixed

Signal Products

• Components

• TEMPEST & Emanation

Security, Encryption &

Ruggedized Systems

• 1553 Data Bus

• Sys & Subsys Solutions

• Build-to-Print Services

• Power Management

• Hybrids

• Active & Passive

Components

• EMI Filters

• Class K (Space)

• Secure Communications

• EMS

• Power Amplifiers

• Microelectronics

• Custom Magnetics

• Specialty Connectors

• Rugged Power Rectifiers

• Power Distribution Units

• Secure Mobility Solutions

Key Acquisitions:

New/Expanded

Products & Capabilities

OUR MARKETS & CUSTOMERS

U.S. DoDU.S. DoD

53%

• Radar

• Military aircraft

Missile defense

Medical, Industrial & Medical, Industrial &

Commercial AerospaceCommercial Aerospace

19%

• Medical devices

• Commercial air

• Alt. Energy

Government & Government &

SecuritySecurity

14%

• Secure

communications

Secure access

Commercial & Commercial &

CommunicationsCommunications

14%

• Mobile devices

• Wireless

communications

7

Quarter Ended May 31, 2013, Excludes Sensors Business

• Missile defense

• SATCOM

• C4ISR

• UAVs

• Alt. Energy

• Downhole

• Transportation

• Secure access

• Encryption

communications

• Satellites

• Enterprise

systems

STRONG PRODUCT PORTFOLIO

71%

7%

Systems, Subsystems

& Components (SSC)

Secure Systems &

Information Assurance

(SSIA)

8

LTM-Ended May 31, 2013, Excludes Sensors Business

22%

(SSIA)

Electronics

Manufacturing

Services (EMS)

78% 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 & Systems Solutions

• Secure Systems & Information Assurance

9

COMPONENTS

HYBRIDS

SINGLE-FUNCTION ASSEMBLIES

MULTI-FUNCTION ASSEMBLIES

ACTIVE ANTENNA ARRAY MODULES

INTEGRATED MICROWAVE ASSEMBLIES (IMA)

ATTRACTIVE PRODUCT PORTFOLIO

RF/Microwave & Microelectronics

45.3%

Electromagnetic Integrated

Solutions (EIS)

21.1%

Power & Systems Solutions

4.5%

Secure Systems &Information

Assurance (SSIA)

22.2%

Electronics Manufacturing

Services (EMS)

6.9%

RF, microwave,

millimeter wave and

Passive

components,

Power management

and distribution

Secure

communications Contract

manufacturing and

10

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

Custom

Magnetics

EXAMPLEs

DC Power

Rectifier

Power Monitoring

EXAMPLEs

Secure, Rugged

Communication

Hub

Netgard®

Secure Access

EXAMPLEs

Test and

Assembly for

EW Systems

Electronics for

Hydro Spas

LTM-Ended May 31, 2013, Excludes Sensors Business

KEY GROWTH DRIVERS

•Defense electronics

CAGR of 3%

•Battlefield Miniaturization

•Radar Technology & Missile

Defense Advancements

•Energy demand (oil and gas,

alternative energy)

•Commercial air

•Satellite communications

•Increased competition within

11

Defense Advancements

•C4ISR Growth

•Information Assurance

•Unmanned Systems

•Foreign Military Sales

•Increased competition within

RF spectrum

•Successfully synthesize design

experience into new products

and applications

DEFENSE COMMERCIAL

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% LTM revenue

• Mitigates potential effects of Sequestration

• Mix of new and enduring programs

• Broad install base•70 years of history

12

Missile ProgramsMissile Programs

Industrial ProgramsIndustrial Programs

Weapons ProgramsWeapons Programs

CommunicationsCommunications

& Wireless& Wireless

Classified ProgramsClassified Programs

•70 years of history

• Incumbent supplier

•Committed customers

•Preferred Supplier Status•Strengthens competitive position

•With many of our customers we are a

one-stop-shop; aids with their supply

chain consolidation

API’S PRODUCTS ON KEY DOD/GOVERNMENT

PLATFORMS & PROGRAMS

Secure Communication

Missile Programs

Military Aircraft

C4ISR

• ID Friend or Foe

RadarPrograms

ElectronicWarfare

WeaponsPrograms

13

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

• TEMPEST& Emanation Security

• Rugged/Mobile CommunicationsPlatforms

• Secure Networking• Encryption

• Standard Missile• AEGIS• AMRAAM• APR-39• HTS/HARM• JDAM• LRAS• Maverick• PAC-3• JDAM• Stinger• THAAD• Tomahawk

• Eurofighter Typhoon• MQ-1 Predator • RQ-4N Global Hawk• Shadow• Sea Hawk• Black Hawk• B-2 Bomber• 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• WIN-T• Skyfire• VSAT• WAVPAC/Manpack

• ALR56• AMDR• AN/TPY-2• G/ATOR• LAMPS• LCMR• PRSS• MAWS• SIRFC• MK-73• SR HAWK• TRIMM

• AIDEWS• DEWS• CREW/iCREW• MALD• RC58• Sahara Program• SEWIP• Symphony• MK-53

• Hydra• JSOW• Spider• Classified Programs

FEATURED DEFENSE TECHNOLOGIES

Power AmplifiersAESA Radar System-Level

Ready Solutions

• Adds $250M SAM

• $2.6M booked so far

• Line of GaN-based pulsed and continuous

• $2M booked so far

• One opportunity alone offers $90-100 M

lifetime revenue potential

14

• Line of GaN-based pulsed and continuous

power solutions

• Increased power density, reduced size

and improved efficiency position us

very favorably against competitors

lifetime revenue potential

• Expected to reach $14-$15M/year

beginning 2015

• System level ready, active sub arrays used

in AESA radar and command control data

links for air, ground, sea and space

• Technically advanced design offers

significant competitive differentiation

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

• Blood analyzers

• Dental drills

• Industrial blenders

15

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

LONG-STANDING CUSTOMER BASE

• Long-standing, deep relationships

built on customer collaboration

• No customer over 7% of revenue

• ~3,300 end customers

• Serve all the key defense

contractors and broad range of

Top 10 customers in alphabetical order

Large Financial Institution

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

16

LTM-Ended May 31, 2013, Excludes Sensors

RECENT HIGHLIGHTS

Recent Wins Q2 Highlights

• 11.6% Quarter-over-Quarter revenue

increase

• Company-wide Book-to-Bill of 1:1

• Term debt repayment of $75.9 million as of

July 10, 2013

$6M order for Microwave

Subassemblies

for European Weapons

Programme

$1.3M follow on order

for DoD weapons

programs; follows

17

Current Quarter

July 10, 2013

• Net income of $7.5M

• In July, sold Data Bus business to Data

Device Corporation (DDC) for $32.5 M

• Q3 Ends August 31, 2013

programs; follows

previously placed orders

for $3.1M (September) &

$1.9M (December)

$7.2M order for electronic assemblies

for electronic warfare platform

OUR

FOOTPRINT

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

(All manufacturing facilities)

18

Manufacturing & Design

Design

• Domestic & International Footprint

• Trusted facilities & personnel- 12 Trusted facilities (US,

UK, and Canada) High barriers to entry

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

• Global sales presence

QUARTERLY REVENUE TREND ($M) (1)

19

Includes Legacy API

& SenDEC

Acquisition

Includes RTIE

& C-MAC

Acquisitions

Includes

CMT Acquisition

Includes Spectrum

Control Acquisition

(1) Quarters include Sensors business, which was sold in April 2013 (mid May 2013-ending quarter),

and was reported as a Discontinued Operation.Strong Revenue In Spite of Sequester

28.7 69.2 75.1 70.7 78.9 68.4 62.7 67.2 71.2

May-11 Aug-11 Nov-11 Feb-12 May-12 Aug-12 Nov-12 Feb-13 May-13

Q over Q Growth Without Sensors ($68.1M)

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

Key Points

•EMS Revenue

improvement

resulting from EMS

reorganization

initiated June 2012

• SSIA has a lumpy

revenue profile.

20

revenue profile.

Canada and UK

fiscal year end in

May-ending

quarters

•SSC segment

business growth

even with recent

divestiture activity

(1) Quarters include Sensors business, which

was sold in April 2013 (mid May 2013- ending

quarter), and was reported as a Discontinued Op.

QUARTERLY ADJUSTED EBITDA TREND ($M) (1)

8.1

11.5 10.8 11.2

9.3 8.3

7.69.1

2%

7%

12%

17%

22%

4

6

8

10

12 Adj. EBITDA Adj. EBITDA %

21

Includes Legacy API

& SenDEC

Acquisition

Includes RTIE

& C-MAC

Acquisitions

Includes

CMT Acquisition

Includes

Spectrum Control

Acquisition

(1) Quarters include Sensors business, which was sold in April 2013 (mid May 2013-ending quarter), and was reported as a Discontinued Operation.

(3.4)

-13%

-8%

-3%

2%

-4

-2

0

2

May-11 Aug-11 Nov-11 Feb-12 May-12 Aug-12 Nov-12 Feb-13 May-13

Q over Q Growth Without Sensors ($8.7M)

BALANCE SHEET(1)

Assets(in $ millions)

Cash & cash equivalents $10.2

Accounts receivable $42.4

Inventory $63.7

Other $3.7

Total Current $120.1

Liabilities & Shareholders’ Equity (in $ millions)

Accounts payable & accrued expenses $34.9

Current debt $8.4

Other $1.9

Total Current $45.2

Fixed assets $37.8

Goodwill, intangibles & other $178.4

Total $336.3

Long-term debt & other* $130.4

Deferred taxes $4.2

Total Liabilities $179.8

Redeemable Preferred Shares $25.5

Total Shareholders’ Equity & Other $131.0

Total $336.3

(1) As of May 31, 2013

(2) Does not include additional 7-10-13 debt repayment of $28.8 M net proceeds from sale of the Data Bus product line.

Long-term debt would be $116.8 M after the $28.8 M repayment.

22

COMPANY LEADERSHIP

BEL LAZAR, President & Chief Executive Officer

• Over 25 years of experience in the defense, semiconductor and technology sectors

• Most recently served as the Senior Vice President of Operations at Microsemi Corporation

• Previously spent over 22 years at International Rectifier (NYSE: IRF) in expanding leadership and

general management roles, culminating as Vice President of the Company’s Aerospace &

Defense business unit

• Has completed over 12 acquisitions and over 25 consolidations within the Aerospace & Defense

electronics sectorelectronics sector

23

PHIL REHKEMPER, Executive Vice President & Chief Financial Officer• Joined API in April 2012• Brings to API more than 25 years of financial and strategic planning experience• Previously served as Vice President of Finance for International Rectifier (NYSE: IRF) and Chief

Financial Officer and Vice President of Finance for Alliance Fiber Optic Products

INVESTMENT HIGHLIGHTS

• 90% sole/primary source positions with recurring

revenue streams

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

suppliers

Broad portfolio of IP

with design-in position

Focus on revenue

generation and

• Revenue up 11.6% quarter over quarter, in spite of

challenging defense environment

24

generation and

profitability

challenging defense environment

• Book-to-Bill of 1:1

• Q-over-Q Adjusted EBITDA and net income growth

• Continue to generate Free Cash Flow from Ops

• Recently divested Sensors business unit & Data

Bus product line, in two separate transactions,

for a total of $83.9 million

• De-levering company through debt repayment

Demonstrated ability

to generate cash &

monetize assets

FOLLOW ATNY

Investor Relations App

for iPhone®/iPad® & Android™

25

@apitechnologies

Search: API Technologies