Wescam Inc. — Major Shareholding Notification 2002

Nov 27, 2002

MATERIAL CHANGE REPORT

PURSUANT TO

SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA) SECTION 118(2) OF THE SECURITIES ACT (ALBERTA) SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN) SECTION 75(2) OF THE SECURITIES ACT (ONTARIO) SECTION 73 OF THE SECURITIES ACT (QUEBEC) SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA) SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)

ITEM 1: REPORTING ISSUER

WESCAM INC. 649 North Service Road West Burlington, ON L7P 5B9

ITEM 2: DATE OF MATERIAL CHANGE November 21, 2002.

ITEM 3: PRESS RELEASE

A press release disclosing the material change was issued in Burlington, Ontario and New York, New York on November 21, 2002, a copy of which is attached hereto.

ITEM 4: SUMMARY OF MATERIAL CHANGE

Wescam and L-3 Communications Corporation (“L-3”) announced on November 21, 2002 that approximately 77.9% of the outstanding common shares of Wescam had been deposited to the offer (the “Offer”) made by a wholly-owned subsidiary (the “Offeror”) of L-3 to purchase all of the outstanding common shares of Wescam and that the Offeror had taken-up and would pay for such deposited common shares. L-3 also announced that the Offeror would extend the Offer until 12:01 a.m. (Toronto time) on December 4, 2002 to allow shareholders of Wescam who had not deposited their common shares to deposit such shares pursuant to the Offer.

ITEM 5: FULL DESCRIPTION OF MATERIAL CHANGE

Please see the press release dated November 21, 2002 attached hereto, which is incorporated herein by reference.

ITEM 6: RELIANCE ON CONFIDENTIALITY SECTION OF THE ACT

Not applicable.

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ITEM 7: OMITTED INFORMATION

Not applicable.

ITEM 8: SENIOR OFFICER:

For further information, contact Bruce Latimer, Vice President, Corporate Development, General Counsel and Secretary (905) 633-4000.

ITEM 9: STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to herein.

DATED at Burlington, Ontario, this 27th day of November, 2002.

WESCAM INC.

By: “Bruce Latimer” Name: Bruce Latimer Title: Secretary

L3 Communications & Wescam Announce Extension of L3 Tender Offer For Wescam

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NEWS RELEASE TRANSMITTED BY CCNMatthews

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FOR: WESCAM INC.

TSXSYMBOL:WSC

AND L-3 COMMUNICATIONS CORPORATION

NYSESYMBOL:LLL

NOVEMBER21,2002-09:01EST

L3 Communications & Wescam Announce Extension of L3 Tender Offer For Wescam

NEWYORK,NEWYORK--November21,2002-L-3Communications(NYSE:
LLL)andWescam(TSX:WSC)todayannouncedthatapproximately
16,021,718commonshares(the"WescamShares")ofWescamhave
beendepositedundertheoffermadebyL-3'swholly-owned
subsidiary,L-3CanadaAcquisitionInc.(the"Offeror"),to
purchasealloftheoutstandingWescamSharesatC$9.50per
share.Thisrepresentsapproximately77.9%oftheoutstanding
WescamShares.Theinitialdepositperiodexpiredat12:01a.m.
(Torontotime)onNovember21,2002.

Theofferwassubjecttoseveralconditions,includingaminimum
tenderconditionthat662/3%oftheWescamSharesbedeposited
pursuanttotheoffer.Allconditionstotheofferhavebeen
satisfiedorwaived,andtheOfferorhastakenuptheWescam
Sharesdepositedundertheofferwithintheinitialdeposit
period.Checksrepresentingpaymentundertheofferforsuch
shareswillbemailedearlynextweek.

L-3hasalsoextendeditsofferuntil12:01a.m.(Torontotime)
onDecember4,2002toallowtheholdersofWescamShareswho
havenotacceptedtheoffertodepositthosesharespursuantto
theoffer.ShareholdersofWescamseekingmoreinformationshould
refertotheOfferingCirculardatedOctober16,2002andthe
noticeofextensiondatedNovember21,2002,orshouldcontact
theirbroker.

HeadquarteredinNewYorkCity,L-3Communicationsisaleading
merchantsupplierofIntelligence,Surveillanceand
Reconnaissance(ISR)products,securecommunicationssystemsand
products,avionicsandoceanproducts,trainingproducts,
microwavecomponentsandtelemetry,instrumentation,spaceand
wirelessproducts.ItscustomersincludetheDepartmentof

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L3 Communications & Wescam Announce Extension of L3 Tender Offer For Wescam

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Defense, selected US government intelligence agencies, aerospace prime contractors and commercial telecommunications and wireless customers. To learn more about L-3 Communications, please visit the company's web site at www.L-3Com.com . Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company's Safe Harbor Compliance Statement for Forward-looking Statements included in the company's recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission.

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FORFURTHERINFORMATIONPLEASECONTACT:
L-3Communications
CynthiaSwain
VicePresident,CorporateCommunications
(212)697-1111
or
FDMorgen-Walke
Investors:EricBoyriven,PaulJohnson
Media:EvanGoetz
(212)850-5600

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