Mr. Gilles Labbe reports

HEROUX-DEVTEK ANNOUNCES SPECIAL DISTRIBUTION OF $5.00 PER SHARE

Heroux-Devtek Inc.'s board of directors has authorized a special cash distribution of $5 per share, to be paid on Dec. 19, 2012, to shareholders of record on Nov. 20, 2012.

The special distribution follows the sale by Heroux-Devtek of substantially all of its aerostructure and industrial products operations at the end of August, 2012. The board of directors determined that the special distribution represents an appropriate use of Heroux-Devtek's financial resources following the completion of the sale transaction, as it provides shareholders with an adequate return on their investment while allowing the company to maintain a healthy financial position. The board of directors decided to retain financial resources to ensure adequate financing of expected capital and other investments and potential opportunities for future growth, including strategic acquisitions. It will periodically review Heroux-Devtek's cash position and capital requirements and evaluate alternatives available to Heroux-Devtek to enhance shareholder value.

As the amount of the special distribution exceeds 25 per cent of Heroux-Devtek's current stock price, the Toronto Stock Exchange will require that the shares trade on a due-bill basis from the opening of trading on Nov. 16, 2012, to the close of trading on the payment date. This means that sellers of shares during that period (that is, sellers in trades settled after the record date and entered into on or before the payment date) will also sell to the purchasers their entitlement to the special distribution. The shares will commence trading on an ex distribution basis (that is, without an attached due-bill entitlement to the special distribution) from the opening of trading on Dec. 20, 2012.

In order to implement the special distribution, the board of directors has called a special shareholder meeting to be held on Dec. 18, 2012, to consider the adoption of a special resolution to reduce the amount of the company's issued share capital by $2.70 per share and repay such amount on the payment date to shareholders of record on the record date. The meeting will take place at 10 a.m. in the salon printemps of the OMNI Mont-Royal Hotel, 1050 Sherbrooke St. West, Montreal, Que. The board of directors has also fixed the record date as the record date to determine shareholders entitled to receive notice and vote at the special shareholder meeting.

The board of directors has also declared a special cash dividend, to be paid on the payment date to shareholders of record on the record date, in an amount to be equal to the difference between $5 per share and the per-share amount of the capital reduction and repayment that will be approved by the shareholders at the meeting, if any.

Therefore, if the capital reduction and repayment are approved at the special shareholder meeting, the special cash distribution of $5 per share ($160-million, based on up to 32 million common shares) will be composed of a capital reduction and repayment of $2.70 per share ($86.4-million) and a special cash dividend of $2.30 per share ($73.6-million), and a shareholder will, under certain circumstances, not be subject to tax on the amount of the capital reduction and repayment or, at the very least, be able to treat the amount of the capital reduction and repayment that is in excess of the shareholder's cost base in the shares as a capital gain. If the capital reduction is not approved at the meeting, the special cash distribution will consist of a dividend of $5 per share.

Full details of the special distribution and proposed capital reduction and repayment, including a summary description of the principal Canadian federal income tax considerations applicable to shareholders in connection with the special distribution, will be included in the management proxy circular that will be mailed to shareholders on or about Nov. 26, 2012.

We seek Safe Harbor.