Acquisition of the Electronic Products Division of Kratos Defense & Security Solutions, Inc. 1 June 2015

Overview Ultra Electronics to acquire the Electronics Product Division (“EPD”) of Kratos Defense & Security, Inc. (“Kratos”) for a cash consideration of up to US$265m EPD (formerly Herley Industries, Inc.) is a leading designer and producer of RF and microwave integrated systems and subsystems for use in electronic warfare (EW), radar, communication, missile, flight test and simulation applications Sole-source provider of proprietary technology on existing and future strategic platforms Long-standing relationships and proven performance on mission critical national security programmes Well-positioned for opportunities on F-35 JSF and other strategic national defence and security programmes New England (HQ) Lancaster CTI EWST Massachusetts, US Pennsylvania, US New Jersey, US Hampshire, UK Integrated MW assemblies MW switches and components High power coaxial and waveguide components Receiver protectors Hybrids Flight instrumentation RF/MW assemblies Telemetry Automatic carrier landing systems & data acquisitions IFF systems Signal generation Up/down conversion Synthesizers Oscillators Radar target generators Digital RF memories Systems for electronic countermeasures Radar target & radar threat simulation equipment for operator training System test & evaluation Note: Ultra is acquiring Kratos’ Electronic Product Division (EPD). EPD has separate Israeli businesses named Kratos-General Microwave Israel and Kratos GMI-Eyal, which are not part of this acquisition

EPD current platforms and customers Select critical platforms P-8A Poseidon Trident II D5 Missile F-16 Fighting Falcon EA-18G Growler SEWIP Eurofighter Typhoon Top customers Government Defence primes 2014A revenues by customer type

Strategic rationale Establishes a major presence in the growing market of electronic warfare (EW) Provides market and customer synergies with Ultra’s C2ISR market segment Well-established supplier to the attractive US EW market, which is growing at over 3% CAGR Long-term contracts strengthen Ultra’s order book visibility The combined technologies under Ultra’s ownership will provide opportunity to gain market share One of the few providers of specialist RF/ Microwave applications for electronic warfare & electronic attack in the market space, with decades of proven performance and strong pipeline of future opportunities

Transaction highlights Consideration Total enterprise value of US$260m paid in cash at closing Up to additional US$5m in cash in consideration of utilising tax assets and is expected to be paid within the next 12 months Financial data EPD 2014: EBITDA - US$22m; PBT US$11m; gross assets US$217m Annual capex and depreciation – c. US$4m Approvals, terms and timing Subject inter alia to US regulatory approvals Transaction expected to close in Q3 2015

Financial impact Financial Transaction will be earnings accretive from the first full year 2016E Net Debt/EBITDA expected to be comfortably below 2x Purchase price represents 7.7x LTM EBITDA taking into account tax benefits and run-rate cost synergies to be realised Synergies Recurring pre-tax cost synergies of approximately US$8.0m per annum to be delivered in full by the end of 2019 Production efficiencies Site rationalisation Elimination of duplicated overheads Section 338(h)(10) election tax shield results in tax savings of c.$5m pa for 15 years No revenue synergies have been assumed Funding Mix of Ultra’s existing facilities and a new 4 year US dollar term Loan Key terms and covenants match those of existing facilities