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ELECTION OF DIRECTORS On June 19, 1988, Joseph P. Walker, a Class C director of Dynamics Corporation of America, resigned from the Board of Directors to become President and Chief Executive Officer of CTS Corporation. He has not been replaced as a director, and since the Business Corporation Law of the State of New York requires that all classes of directors shall be as nearly equal in number as possible, and that no class shall include less than three (3) directors, the two remaining Class C directors, Harold Cohan and Patrick J. Dorme shall, if elected, be reassigned to Classes A and B which shall then consist of four (4) members each. Mr. Cohan is the nominee to become a Class A director and Mr. Dorme is the nominee to become a Class B director. If elected, Mr. Cohan will serve for a term of two (2) years and Mr. Dorme will serve for a term of one (1) year and until the election and qualification of their respective successors. The affirmative vote of the holders of a plurality of the shares represented in person or by proxy at the meeting is required to elect the nominees. The Board of Directors recommends that the shareholders vote FOR the election of each of the nominees named below. In the event that either or both of the nominees is unable or unwilling to serve as a director, an event which the Company does not anticipate, the proxies hereby solicited will be voted for the remaining nominee named below and for a substitute person, or for such substitute persons as the Board of Directors may select. The following table sets forth information with respect to the nominees for directors, each of whom is now a director and was elected to office by the vote of the shareholders: Shares of Common Stock Beneficially Owned as of Percent of Year First Name and Age Principal February 13, Common Became of Nominees Occupation 1989(1) Stock Director Harold Cohan-64 Principal 1,000 0.02% 1986 Patrick Dorme-53 VP and Chief 28,500(2) .071% 1985 Financial Officer The following table sets forth information with respect to the Company’s other directors whose terms of office will continue after the meeting and will expire at the 1990 and 1991 Annual Meetings of Shareholders. Shares of Common Stock Beneficially Owned as of Percent of Year First Name and Age Principal February 13, Common Became of Nominees Occupation 1989(1) Stock Director CLASS B (term expires 1990) Edward Mooney-75 VP 163,075(3) 4.04% 1972 Cartis Roff-70 Management 200 -- 1971 Consultant Saul Sperber-75 Partner 10,000 0.25% 1974 CLASS A (term expires 1991) Frank Gunther-81 President 10,164(4) 0.25% 1966 Henry Kensing-55 VP and General 8,500 0.21% 1977 Counsel Andrew Lozyniak-57 Chairman of 205,505(5) 5.09% 1970 Board and President (1) In each case, beneficial ownership consists of sole voting and investment power, except that 1,500 shares of Mr. Kensing and 1,000 shares of Mr. Cohan are owned jointly with their respective spouses. Except as referred to herein, no nominee or director owns beneficially any security of the Company. In addition, Messrs. Dorme, Kensing, Lozyniak and Mooney, as members of the Pension Committee for the Retirement Plan for Employees of Dynamics Corporation of America, have the right to instruct the Trustee to vote 100,000 shares of the Company s common stock, which shares are not included in the foregoing tables. (2) In addition, Mrs. Dorme holds 18,000 shares in her own name. Mr. Dorme s children hold a total of 13,400 shares. Mr. Dorme disclaims beneficial ownership of such shares. (3) In addition, Mrs. Mooney holds 10,400 shares in her name and Mr. Mooney s children hold an aggregate of 38,735 shares. Mr. Mooney disclaims beneficial ownership of such shares. (4) In addition, Mrs. Gunther holds 600 shares in her name. Mr. Gunther disclaims beneficial ownership of such shares. (5) In addition, Mrs. Lozyniak holds 13,000 shares in her name. Five of Mr. Lozyniak’s children and a daughter-in-law hold a total of 34,915 shares. Mr. Lozyniak disclaims beneficial ownership of such shares. Dynamics Corporation of America 3/30/89