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ELECTION OF DIRECTORS Directors are to be elected to serve for the ensuing year and until the election and qualification of their successors. The Company's By-Laws provide for not less than six nor more than nine Directors. The exact number currently fixed by the Board of Directors is seven. PROXY STATEMENTS: STRATEGY & FORMS California General Corporation Law provides that in the election of directors, no shareholder may cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder's shares), unless (i.) such candidate or candidates' names have been placed in nomination prior to the voting and (ii.) such shareholder gives notice at the meeting, prior to the voting, of intention to cumulate such shareholder's votes. If any shareholder gives such notice, all shareholders may cumulate their votes for candidates in nomination. The Board of Directors has been advised that one or more shareholders will give notice of intention to cumulate votes for Directors. If such notice is given, every shareholder present, in person or by Proxy at the meeting may cumulate votes and hence each share entitled to vote for Directors will represent a number of votes equal to the number of directors to be elected, which votes may be distributed by the shareholders as desired among one or more duly nominated candidates. The persons named in the enclosed Proxy (Messrs. William P. Kuehn and Jerome J. Jahn) have advised the Company that they intend to vote for the nominees named in the following section. The Proxies may only be voted for seven persons, the number of persons named in the Proxy Statement. If any of the listed nominees should not be available, the Proxies will then be voted for such person or persons as the Proxy holders may designate. The Board of Directors has no reason to believe that any of the nominees listed below will not be available for election as Directors. NOMINEES FOR THE BOARD OF DIRECTORS Each of the individuals named below is a nominee for the Office of Director. DONALD E. BUTLER, age 62, has served as President of the Merchants & Manufacturers Assn. since 1979. For the 12 years prior to that he served as President of SSP Industries. Mr. Butler was first elected to the Board on March 16, 1988. RICHARD M. GREEN, Ph.D., age 53, Manager, Program Engineering and Review, Office of Technology & Applications Programs, of Caltech's Jet Propulsion Laboratory. Dr. Green has been a member of the technical staff since 1967. Dr. Green was first elected to the Board on March 16,1988. JEROME J. JAHN, age 54, was elected Executive Vice President and Chief Financial Officer on May 17, 1988. He is also Corporate Secretary, a position he has held for the last 21 years. He was previously Vice President, Finance. Mr. Jahn was first elected to the Board in 1968. WILLIAM P. KUEHN, age 45, was elected Chairman of the Board and Chief Executive Officer on October 30, 1989. He is President of William Kuehn Associates, Inc., a firm specializing in financially troubled companies. He was associated from September 1985 through March 1, 1988 with Kibel, Green Inc. as Executive Vice President, providing crisis management services. Previously he was President/Owner of Bolstad Industries from 1977 through 1984. OREN E. LANE, age 70, Retired Chairman of the Board of Jardine, Emett, & Chandler Los Angeles, Inc., insurance agents. Mr. Lane retired in 1988 and had been an officer of that firm for more than ten years. Mr. Lane was first elected to the Board in 1975. MICHAEL A. ROSENBERG, age 61, was elected President and Chief Operating Officer on May 17, 1988. He served as a Vice President of the Company for the prior 23 years. Mr. Rosenberg was first elected to the Board in 1969. DONALD E. RUBENDALL, age 76, Chairman Emeritus of the Board, served as Chairman of the Board and Chief Executive Officer from May 1980 through December 1986, and as President from 1951 to 1980. Mr. Rubendall was first elected to the Board in 1951. SFE Technologies 2/5/90