PROXY SOLICITED BY
DYNATECH STOCKHOLDERS COMMITTEE
IN OPPOSITION TO THE BOARD OF DIRECTORS
The undersigned hereby appoints GARY N. SIEGLER, PETER M. COLLERY
and NEIL KOFFLER, and each of them, as proxies, with full power of substitution,
to vote as set forth below and in their discretion upon such other matters as
may properly come before the meeting, for and on behalf of the undersigned, all
the shares of common stock of DYNATECH CORPORATION held of record by the
undersigned, at the close of business on June 13, 1994, at the Annual Meeting of
Stockholders to be held in the Goodwin, Proctor & Hoar Conference Center, 2nd
Floor, Exchange Place, Boston, Massachusetts, on Tuesday, July 26, 1994 at 10:00
a.m. and at any adjournments or postponements thereof, hereby granting full
power and authority to act on behalf of the undersigned at said meeting or any
adjournments or postponements thereof.
PROXY
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1, FOR PROPOSAL 2, AGAINST PROPOSAL 3 AND WILL BE VOTED IN
THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S)
THEREOF.
COMMITTEE RECOMMENDS VOTE FOR PROPOSAL 1 AND PROPOSAL 2
1. Election of Directors for a term expiring in 1997 (as set forth in the
Board's Proxy Statement)
Nominees are: Gary N. Siegler, Peter M. Collery and Curtis Macnguyen
FOR WITHHOLD
ALL NOMINEES FROM ALL NOMINEES
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INSTRUCTION: To withhold authority for any individual nominee(s), check the
"FOR" box above and write that nominee(s) name on the space provided below.
__________________________________________________________________________
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
<PAGE>
2. To retain an investment banking firm to conduct a sale or to implement a
major restructuring (as set forth in the Committee's Proxy Statement).
FOR AGAINST ABSTAIN
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COMMITTEE RECOMMENDS VOTE AGAINST PROPOSAL 3
3. To approve the 1994 Stock Option and Incentive Plan (as set forth in the
Board's Proxy Statement).
FOR AGAINST ABSTAIN
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PLEASE SIGN, DATE AND RETURN
Signature:_____________________________________
_____________________________________
Title or Authority:____________________________
Date:__________________________________________
PLEASE SIGN, DATE AND MAIL
YOUR BLUE PROXY TODAY
