NASHUA CORPORATION ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE VALUE REALIZATION COMMITTEE
The undersigned stockholder of Nashua Corporation ("Nashua") appoints
Mark E. Schwarz and John A. (Pete) Bricker and each or any of them, as attorneys
and agents with full power of substitution to vote all Shares which the
undersigned would be entitled to vote if personally present at the 2000 Annual
Meeting of Stockholders of the Company that is currently scheduled to be held on
April 25, 2000, at a time and place to be announced by Nashua and including at
any adjournments, postponements, continuations or reschedulings thereof and at
any special meeting called in lieu thereof, as follows:
THE VALUE REALIZATION COMMITTEE RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES NAMED BELOW AND FOR THE POISON PILL RESOLUTION.
1. ELECTION OF DIRECTORS: FOR WITHHOLD FOR ALL
ALL ALL Except nominee
Nominees: Mark E. Schwarz, written below
John A. (Pete) Bricker, Jr.,
Dan E. Bruhl, M.D., Joseph A. [ ] [ ] [ ]
Malick
2. APPROVAL OF FOR AGAINST ABSTAIN
POISON PILL RESOLUTION [ ] [ ] [ ]
3. RATIFICATION OF FOR AGAINST ABSTAIN
INDEPENDENT
ACCOUNTANTS [ ] [ ] [ ]
4. In their discretion with respect to any other matters as may properly come
before the 2000 Annual Meeting.
-27-
<PAGE>
The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the Shares held by the undersigned, and
hereby ratifies and confirms all action the herein named attorneys and proxies,
their substitutes, or any of them may lawfully take by virtue hereof. If
properly executed, this proxy will be voted as directed above. If no direction
is indicated with respect to the above proposals, this proxy will be voted FOR
the election of the Nominees, or any substitutions or additions thereto,
including for all or fewer than all of the Nominees, FOR the approval of the
Stockholder Proposal, and FOR the appointment of Ernst & Young LLP, as
independent accountants, in the sole discretion of the proxies and in the manner
set forth in Item 4 above.
This proxy will be valid until the sooner of one year from the date
indicated below and the completion of the 2000 Annual Meeting.
DATED: _________________________________, 2000.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
- -------------------------------------------------------
(Signature)
- -------------------------------------------------------
(Signature, if held jointly)
- -------------------------------------------------------
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE
CAPACITY IN WHICH SIGNING.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL
D. F. KING & CO., INC.
CALL TOLL FREE AT 1-(800) 488-8035
-28-
