PROXY PROXY
DYNAMICS CORPORATION OF AMERICA
475 Steamboat Road, Greenwich, CT. 06830
This Proxy is solicited on behalf of the Board of
Directors.
The undersigned, revoking all previous proxies, hereby appoints A.
LOZYNIAK and H. V. KENSING, or either of them, attorneys and proxies with power
of substitution and with all the powers the undersigned would possess if
present, to vote all shares of the common stock of DYNAMICS CORPORATION OF
AMERICA (the "Company") registered in the name of the undersigned, at the Annual
Meeting of Shareholders to be held on May 2, 1997 at 10:30 A.M. in the Cole
Auditorium of the Greenwich Library, West Putnam Avenue at Dearfield Drive,
Greenwich, Connecticut, and any adjournments thereof, as more fully described in
the accompanying Proxy Statement of the Company dated March 26, 1997.
The shares represented hereby will be voted as directed by this proxy, but if no
determination is made they will be voted FOR the election of all nominees and
FOR the selection of Ernst & Young LLP as independent auditors of the Company
for the year 1997.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
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1. ELECTION OF DIRECTORS
Nominees: Harold Cohan, Frank A. Gunther, Henry V. Kensing and Andrew Lozyniak
FOR all nominees WITHHELD from all nominees
/ / / /
- --------------------------------------------------------
For all nominees except as noted above
2. Proposal to ratify and approve the selection of Ernst & Young LLP as
independent auditors of the Company for the year 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion upon such other matters as may lawfully come before the
meeting and all adjournments thereof.
Signature __________________________________
Date _______________________________________
Signature___________________________________
Date _______________________________________
NOTE: Please date and sign exactly as your name(s) appear(s). If acting
as attorney, executor, trustee, or in any other representative
capacity, sign name and title.