Background of the Asset Sale Transaction

Alexander Capital Group Inc. of Toronto, Canada (“Alexander”) was retained by the Company in June, 2015 to seekout acquisition opportunities for the Company. As part of this mandate Alexander approached SPX in January, 2016 to determine if SPX would be interested in divesting its aviation obstruction lighting business unit to the Company. After brief discussions, SPX concluded it was not interested in divesting its aviation obstruction lighting business unit. Following these initial discussions, and in the fall of 2017, SPX approached Alexander and expressed an interest inacquiring the Company. Discussions in this respect were initiated and continued into early 2018 which led to aninformal expression of interest by SPX to pursue acquisition negotiations. In February 2018, SPX and the Company entered into a confidentiality agreement to facilitate the provision of confidential information about the Company to SPX with a view that SPX would use such information to develop a proposal. Additional information was provided to SPX in March 2018 by way of meetings held at the Company’s Victoria office involving senior executives of SPXand its aviation obstruction lighting subsidiary as well as senior management of the Company. Also in March 2018, Alexander was formally retained as the Company’s financial advisor. Discussions continued into April and May of 2018, during which time informal negotiations took place regarding an acquisition of the Company.

In June 2018, the Company proposed a modified transaction structure wherein SPX would acquire each of SabikOffshore GmbH, Sabik Oy, Sabik Oü, Sabik PTE Ltd. and Sabik Ltd. and their respective assets, the business andassets of the Airfield Ground Lighting business and the Aviation Obstruction Lighting business as well as some miscellaneous business assets that support the businesses to be sold but not the Company’s Traffic, Illumination and Telematics businesses. This prompted further negotiations culminating in SPX presenting a non-binding proposal on this basis in July 2018. In furtherance of this proposal, SPX conducted detailed due diligence including site visits tothe Company’s European operations in early September and to its Victoria, British Columbia offices.

On completion of its initial due diligence, further negotiations ensued which adjusted the proposed transaction toinclude the Sabik Oy, Sabik Oü, Sabik PTE Ltd. and Sabik Ltd. and their respective assets, the business and assets of the Airfield Ground Lighting business and the Aviation Obstruction Lighting business as well as some miscellaneous business assets that support the businesses to be sold, but exclude Sabik Offshore GmbH and the Company’s Traffic, Illumination and Telematics businesses. This led to a revised non-binding proposal dated October 19, 2018. This proposal was agreed in principle by the Company. During November and leading up to the December announcement of the Asset Sale Transaction, SPX conducted final due diligence. On December 12, 2018, SPX and the Company signed the Purchase Agreement and announced the Asset Sale Transaction.