Edgar Filing: WINLAND ELECTRONICS INC

PROXY STATEMENT

DYNA TECHNOLOGY, INC.
225 SOUTH CORDOVA AVENUE
LECENTER, MN 56057

November 27, 2001

IMPORTANT NOTICE AFFECTING YOUR INVESTMENT
IN WINLAND ELECTRONICS, INC.

DEAR FELLOW SHAREHOLDER:

Through my company, Dyna Technology, Inc. ("Dyna Technology"), I am an
investor in Winland Electronics, Inc. ("Winland" or the "Company"). Together
with my wife, Nola D. Call, I control the dispositive and voting power in the
Winland stock that Dyna Technology owns. I am writing this letter and furnishing
these proxy materials as the chairman of the Winland Shareholders' Protective
Committee (the "Committee") to solicit the shareholders of the Company to elect
two of our members -- namely Robert L. Ring and Gerald E. Brown -- to the Board
of Directors of the Company (the "Board") at the annual meeting. Both Mr. Ring
and Mr. Brown have consented to be named in this Proxy Statement and to serve as
directors on the Board if elected, in opposition to two of the Company's
nominees.

We are also soliciting authority to vote for three of the nominees being
sponsored by the Company. If you grant us authority to vote for three of the
Company's nominees, we will NOT vote for either Mr. S. Robert Dessalet or Mr.
Thomas J. de Petra.

The Committee is also furnishing these proxy materials to solicit the
shareholders of the Company to adopt the Shareholder Proposal described in the
proxy materials.

You have not heard from the Committee since the Special Meeting of
Shareholders of the Company was held on August 21, 2001. You know the concern I
have expressed over the condition of the investment Dyna Technology made in the
Company. That investment has produced large, negative returns over the past two
years and, when measured over the past five years, those negative returns to
Company shareholders are magnified. According to its 2000 Annual Report, the
Company posted an after-tax loss of $309,523.00 and the Company has continued to
accumulate losses this year. In my opinion, it is not in the best interest of
shareholders for the Company to continue to sustain the kind of losses the
Company has experienced.

On September 21, 2001 the Committee submitted three of our members as
candidates for the two vacant seats on the Board. Thereafter, the incumbent
Board reduced its membership from seven members to five and, following the
resignations of David Ewert and James Legus, appointed R. Terren Dunlap and
James L. Reissner to fill those two vacancies.

I view as positive the departure of Mr. Ewert and Mr. Legus from the Board.
While I hope that Mssrs. Dunlap and Reissner will be more attentive to
shareholder concerns, I believe that if the Company is to be turned around a
major change must start now.

The Board currently consists of five members. All five seats on the Board
are up for election at the Annual Meeting. At the Annual Meeting, the Committee
will seek to elect Mr. Robert L. Ring and Mr. Gerald E. Brown to the Board.
Since the Committee is proposing only two nominees, three of the Company's
nominees will also be selected. We are also soliciting authority to vote for
three of the nominees being sponsored by the Company. If you grant us authority
to vote for three of the Company's nominees, we will NOT vote for either Mr. S.
Robert Dessalet or Mr. Thomas J. de Petra.

If elected, Mr. Ring and Mr. Brown have committed to work with the other
directors as expeditiously as possible to develop and implement a plan to effect
a turnaround at the Company.

We believe the time is right for a change and that time is now. Together,
we can determine the future of our investment in Winland Electronics, Inc.
Please vote the enclosed BLUE proxy card and vote FOR the election of Mr. Brown
and Mr. Ring to the Board. If you vote on our BLUE proxy card, you have the

opportunity to withhold authority to vote for any of the Company's nominees by
writing his name on the BLUE proxy card in the space provided.

Please also vote FOR our Shareholder Proposal, and sign, date and return
the BLUE proxy card in the envelope provided.

If you have already returned the proxy card sent to you by the Company, you
may revoke that proxy and vote for the Committee's nominees and the Shareholder
Proposal by marking, signing, dating and returning a later dated BLUE proxy
card.
Sincerely,

/s/ Ralph I. Call

Ralph I. Call
Chairman, Shareholders' Protective
Committee

PROXY STATEMENT
TO ELECT CERTAIN PERSON TO THE BOARD OF DIRECTORS
OF WINLAND ELECTRONICS, INC.
------------------------

SOLICITATION OF PROXIES IN FAVOR OF ELECTING CERTAIN PERSONS
TO THE BOARD OF DIRECTORS

INTRODUCTION; SOLICITATION OF PROXIES

This Proxy Statement and the enclosed BLUE proxy card are being sent to the
shareholders of Winland Electronics, Inc. (the "Company"), in connection with
the solicitation of proxies by Dyna Technology, Inc., a shareholder of the
Company with its business address at 225 South Cordova Avenue, LeCenter, MN
56057 ("Dyna Technology"), and Ralph I. Call, James J. Kamp, Thompson H. Davis,
Robert L. Ring and Gerald E. Brown, who have formed the Winland Shareholders'
Protective Committee. Proxies solicited hereby are to be voted and/or utilized
at the Annual Meeting of Shareholders of the Company to be held on Thursday,
December 20, 2001, at 7:00 p.m. Central Time at the Company's principal office
located at 1950 Excel Drive, Mankato, Minnesota, or any adjournments,
postponements, continuations, or reschedulings thereof (the "Annual Meeting"),
for the purpose of electing Committee members Robert L. Ring and Gerald E. Brown
to the Board of Directors of the Company (the "Board") and to re-elect Board
members R. Terren Dunlap, James L. Reissner and Lorin E. Krueger, with the
result that two long-standing Board members, namely S. Robert Dessalet and
Thomas J. de Petra, will both be removed from the Board. The Committee is also
furnishing these proxy materials to solicit the shareholders of the Company to
adopt the Shareholder Proposal described in these proxy materials. This Proxy
Statement is furnished in opposition to the Company's Proxy Statement dated
November 19, 2001 (the "Company's Proxy Statement").

As of November 16, 2001, the Committee entered into an agreement with D.F.
King & Co., Inc., ("D.F. King") to retain D.F. King's services to solicit
proxies for this annual meeting. D.F. King will receive for its services a fee
of up to the amount of $50,000.00, plus reimbursement for out-of-pocket
expenses. It is expected that D.F. King will use up to approximately 20 people
for this solicitation. In addition to any solicitation made by D.F. King, the
Shareholders' Protective Committee may solicit proxies by telephone, facsimile,
e-mail, in person or by advertisement.

The Committee also intends to request banks, brokers and other custodians,
nominees and fiduciaries to forward these proxy materials to their customers who
are the beneficial owners of the shares they hold of record. The Committee will
reimburse such record holders for their reasonable out-of-pocket expenses in so
doing.

The Committee estimates the total cost of this solicitation, including
legal fees, and printing and mailing of proxy materials, to be $80,000.00 and
will be borne by Dyna Technology; provided, however, that in the event that the
Committee's nominees are elected, Dyna Technology may seek reimbursement of such
costs from the Company only to the extent permitted by law and without
shareholder approval of such reimbursement, unless such approval is required by
law. As of October 31, 2001, Dyna Technology has incurred total expenditures of
approximately $5,000.00 in connection with this solicitation of the Company's
shareholders.

THIS SOLICITATION IS BEING MADE BY THE SHAREHOLDERS' PROTECTIVE
COMMITTEE AND NOT ON BEHALF OF THE INCUMBENT BOARD OF
DIRECTORS OF THE COMPANY.
YOU ARE URGED TO SIGN, DATE AND RETURN THE BLUE PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

BACKGROUND OF THE SOLICITATION

Dyna Technology began buying Winland stock in October, 1999. At that time
the investment appeared to be an attractive investment opportunity because the
Company was growing rapidly and was beginning to show profitability. Key
management comprised the largest shareholders in the Company and logically, they
should have acted to enhance shareholder value. At that time, the stock was
trading between $2.00 and $2.25 per share. For the reasons explained below,
Ralph I. Call, the owner of Dyna Technology, decided to consider taking action
to protect his and the other Winland shareholders' investment in Winland in the
Fall of 2000. In late March, 2001, Mr. Call organized the Shareholders'
Protective Committee to seek to elect its members to replace the Winland Board
and propose amendments to the Company's Bylaws which the Board put in place
earlier in the month. At the Special Meeting of Shareholders called by the
Committee and held on August 21, 2001, the Committee unsuccessfully sought to
replace the Board.

The Shareholders' Protective Committee is deeply troubled by the
performance of the Company and has serious reservations about its continuing
viability. According to the Company's 2000 Annual Report, the Company had
consumed $3,924,501 of its $4,500,000 bank line of credit as of December 31,
2000 and the Company has reported additional losses of $770,933.00 for the first
nine months of 2001.

We believe the Committee's nominees for election to the Board are
individuals of integrity and experience who are committed to enhancing value for
all shareholders. The election of our nominees, we believe, will provide the
Company with a fresh perspective based on their management, investment and
capital markets experience. The Committee's nominees view the opportunity to
serve as directors of the Company as a contract with the Company's shareholders
to maximize shareholder value. Winland's shareholders, as the owners of the
Company, have every right to be concerned about the value of their investment.
The Committee's nominees for the Board all have as their primary commitment the
pursuit of a business strategy that will produce the highest and best returns to
the Company's shareholders.

PROPOSAL: WINLAND SHAREHOLDERS' PROTECTIVE COMMITTEE
NOMINEES AS DIRECTORS

The Board currently consists of five persons. Each director elected at the
2001 annual meeting will be elected to serve until the Company's next annual
meeting or until a successor is duly elected/appointed and qualified.

The Company, in its proxy materials, has recommended that the number of
members on the Board be reduced to five. We concur.

The Committee submits for election to the Board Mr. Robert L. Ring and Mr.
Gerald E. Brown. The Committee recommends a vote FOR its nominees, and it is
intended that, unless contrary written instructions are provided, the BLUE proxy
card accompanying this Proxy Statement will be voted at the 2001 Annual Meeting
FOR the election to the Board of both of the Committee's nominees. The Committee
believes that each nominee will be able to serve, but should any nominee be
unable to serve as a director, the persons named in the BLUE proxy card have
advised that they will vote for the election of such substitute nominee as Dyna
Technology may propose. The election of Mr. Ring and Mr. Brown requires the
affirmative vote of a plurality of the votes cast.

All five seats on the Board are up for election at the Annual Meeting. At
the Annual Meeting, the Committee will seek to elect Mr. Robert L. Ring and Mr.
Gerald E. Brown to the Board. Since the Committee is proposing only two
nominees, three of the Company's nominees will also be selected. We are also
soliciting authority to vote for three of the nominees being sponsored by the
Company. If you grant us authority to vote for three of the Company's nominees,
we will NOT vote for either Mr. S. Robert Dessalet or Mr. Thomas J. de Petra.
For information regarding the Company's nominees for election as directors,
please refer to the Company's proxy statement, when it becomes available. There
can be no assurance that the Company's nominees will serve if elected with our
nominees.

Proxies cannot be voted for more than five persons.

The name, age, occupation/employment and business address of each person to
be nominated for election to the Company's Board of Directors, as furnished to
the Committee by the nominees, is as follows:

GERALD E. BROWN, age 54, has been the President of American HealthNet, a
Nebraska- based medical systems developer, since 1999. From 1997 through
1999, Mr. Brown was self-employed as a consultant to the home center
hardware industry. From 1994 to 1997, he served as Executive Vice
President of the Coleman Company, a Kansas-based manufacturer of
recreational and other consumer goods. From 1986 to 1997, Mr. Brown
served in various capacities with Coleman Powermate, a Nebraska-based
affiliate of the Coleman Company and manufacturer of portable
generators, most recently as President and Chief Executive Officer. The
business address of his principal occupation/employment is 2619 North
160th St., Omaha, NE 68116. Solely by reason of his membership on the
Shareholders' Protective Committee, Mr. Brown shares in the dispositive
and voting power of 404,800 shares of Winland stock owned by Dyna
Technology.

ROBERT L. RING, age 58, has been an independent business process and
strategic planning consultant since 1994. Mr. Ring presently serves as
director for a number of privately held companies, including Bass Pro,
Inc. and Fiberglass Engineering, Incorporated, d/b/a Cobalt Boats. Mr.
Ring was employed by the Coleman Company for 32 years and served as
President and Chief Operating Officer of Coleman at the time of his
resignation in 1994. The business address of his principal
occupation/employment is P.O. Box 4067, Wichita, KS 67204. Solely by
reason of his membership on the Shareholders' Protective Committee, Mr.
Ring shares in the dispositive and voting power of 404,800 shares of
Winland stock owned by Dyna Technology.

Mr. Call has entered into an agreement with James J. Kamp, Thompson H.
Davis and each of the Committee's nominees to form the Committee to solicit the
shareholders of the Company to elect Mr. Ring and Mr. Brown to the Winland Board
(the "Agreement"). Pursuant to the Agreement, Mr. Call has agreed to indemnify
and hold harmless each of the members of the Committee from any and all losses,
claims, damages, counsel fees and expenses (including fees and expenses incurred
in defending or investigating any such claim) and all liabilities to which each
may become subject under any statute, under common law or otherwise relating to,
based upon or arising out of such person's actions which relate to serving on
the Committee or standing for election to the Board (except to the extent that
any such loss, claim, damage, counsel fee or liability is found in a final
judgment by a court, not subject to further appeal, to have resulted from bad
faith, willful misconduct or gross negligence on the part of the affected
Committee member). Except as specified herein, to date, there are no other
arrangements or understandings between Dyna Technology and the persons
identified above.

SHAREHOLDER PROPOSAL:

Dyna Technology, Inc., the holder of 404,800 shares of Winland Electronics,
Inc. and having an address of 225 South Cordova Avenue, LeCenter, Minnesota
56057, hereby submits the following resolution for adoption by the shareholders
of the Company at its Annual Meeting:

RESOLVED, That the shareholders of Winland Electronics, Inc. demand that
the Board of Directors adopt a policy prohibiting officers of the
Company from receiving any stock options or bonuses in future years
unless the Company outperforms the Dow Jones Industrial Index (the
"Broad Market") by at least 10% as measured by aggregate total return to
shareholders over the prior five fiscal year period.

SUPPORTING STATEMENT

The chart below compares the Company's total return to shareholders ("TRS")
to the Broad Market and also discloses the Company's compensation to its senior
officers. The chart demonstrates the difficulty the Company has had in relating
its performance for its shareholders to its compensation for its senior
officers:

LOGO

----------------------------------------------------------------------------------------------------------------
WEX SENIOR OFFICER
DOW JONES COMPENSATION WEX CLOSING PRICES
----------------------------------------------------------------------------------------------------------------

October 31, 1996 $ 6,029.38 -- $3.00
----------------------------------------------------------------------------------------------------------------
January 1, 1997 $ 6,448.27 $291,639 $3.87
----------------------------------------------------------------------------------------------------------------
January 1, 1998 $ 7,908.25 $358,404 $2.50
----------------------------------------------------------------------------------------------------------------
January 1, 1999 $ 9,181.43 $479,695 $2.53
----------------------------------------------------------------------------------------------------------------
January 1, 2000 $11,497.12 $300,240 $2.25
----------------------------------------------------------------------------------------------------------------
January 1, 2001 $10,786.85 $369,900 $1.25
----------------------------------------------------------------------------------------------------------------
October 31, 2001 $ 9,075.13 -- $ .60
----------------------------------------------------------------------------------------------------------------

For the five year period ending on October 31, 2001, the Company's TRS fell
80%, while the Broad Market increased by 50%. Nonetheless, during the year 2000,
the Chairman/CEO was permitted to exercise options on 10,000 shares of the
Company's stock and, as of the end of the year 2000, held options to acquire an
additional 20,000 shares, all in addition to salary and bonuses paid to him that
year in the aggregate amount of $196,300.00. Additionally, the President of the
Company was also permitted to exercise options on 10,000 shares of the Company's
stock and also held options to acquire an additional 20,000 shares as of the end
of the year 2000, in addition to salary and bonuses paid to him that year in the
aggregate amount of $173,600.00.

The Company's underperformance for its shareholders has been a long-term
problem. In terms of TRS, a $100 investment in the Company on October 31, 1996
would have lost $80.00 by October 31, 2001. That same $100 investment over the
same period would have made $50.52 in the Broad Market.

Why should the officers who have presided over the Company during this
sustained period be awarded options on tens of thousands of the Company's
shares? It is not in the best interest of shareholders that officers of the
Company be rewarded with stock options when they are responsible for this
sustained period of poor performance by the Company.

It is respectfully submitted that it is in the best interest of the Company
and its shareholders that the Board of Directors adopt a policy prohibiting the
grant or issuance of stock options to the officers of the Company unless the
Company has outperformed the Broad Market by at least 10% in terms of aggregate
TRS over the previous five year fiscal year period.

INTEREST OF COMMITTEE MEMBERS IN THIS SOLICITATION

The members of the Shareholders' Protective Committee own Winland's common
stock as follows:

COMMITTEE MEMBER NUMBER OF SHARES PERCENT OF CLASS
---------------- ---------------- ----------------

Ralph I. Call............................................... 404,800(1) 13.7%
James J. Kamp
Thompson H. Davis
Robert L. Ring
Gerald E. Brown
All Committee Members as a Group (3)........................ 404,800 13.7%

-------------------------
1. Represents shares owned of record by Dyna Technology, Inc., which is owned
and controlled by Mr. Call and his spouse.

2. For purposes hereof, each of the Committee Members is deemed an associate of
each of the other Committee Members and of Dyna Technology.

During the two year period ended October 31, 2001, the committee members
purchased and/or sold shares of the Company's common stock as follows (except as
indicated, all purchases were made with the particular nominee's personal
funds):

COMMITTEE CLOSE OF AMOUNT OF PURCHASE OR
MEMBER TRANSACTION WEX SHARES SOLD PRICE PER SHARE
--------- ----------- ---------- ----------- ---------------

Dyna Technology........................... Nov. 09, 1999 4,200 Purchase $ 2.25
Dyna Technology........................... Nov. 10,1999 5,200 Purchase $ 2.25
Dyna Technology........................... Nov. 10,1999 4,100 Purchase $ 2.25
Dyna Technology........................... Nov. 11,1999 4,600 Purchase $ 2.25
Dyna Technology........................... Nov. 12,1999 2,000 Purchase $ 2.25
Dyna Technology........................... Nov. 16,1999 900 Purchase $ 2.25
Dyna Technology........................... Nov. 18,1999 2,100 Purchase $ 2.25
Dyna Technology........................... Nov. 19,1999 200 Purchase $ 2.25
Dyna Technology........................... Nov. 22,1999 9,600 Purchase $ 2.25
Dyna Technology........................... Nov. 23,1999 1,900 Purchase $ 2.25
Dyna Technology........................... Nov. 24,1999 1,100 Purchase $ 2.25
Dyna Technology........................... Nov. 29,1999 1,100 Purchase $ 2.25
Dyna Technology........................... Nov. 30,1999 4,400 Purchase $ 2.25
Dyna Technology........................... Dec. 02, 1999 500 Purchase $ 2.25
Dyna Technology........................... Dec. 08, 1999 6,700 Purchase $ 2.25
Dyna Technology........................... Dec. 10, 1999 17,900 Purchase $ 2.25
Dyna Technology........................... Dec. 10, 1999 500 Purchase $ 2.19
Dyna Technology........................... Dec. 13, 1999 8,100 Purchase $ 2.25
Dyna Technology........................... Dec. 14, 1999 3,200 Purchase $ 2.25
Dyna Technology........................... Dec. 14, 1999 4,000 Purchase $ 2.31
Dyna Technology........................... Dec. 15, 1999 11,200 Purchase $ 2.375
Dyna Technology........................... Dec. 17, 1999 9,100 Purchase $ 2.375
Dyna Technology........................... Dec. 17, 1999 200 Purchase $ 2.31
Dyna Technology........................... Dec. 20, 1999 1,800 Purchase $ 2.375
Dyna Technology........................... Dec. 20, 1999 500 Purchase $ 2.31
Dyna Technology........................... Dec. 21, 1999 1,400 Purchase $ 2.375

COMMITTEE CLOSE OF AMOUNT OF PURCHASE OR
MEMBER TRANSACTION WEX SHARES SOLD PRICE PER SHARE
--------- ----------- ---------- ----------- ---------------

Dyna Technology........................... Dec. 23, 1999 7,000 Purchase $ 2.375
Dyna Technology........................... Dec. 23, 1999 7,500 Purchase $ 2.25
Dyna Technology........................... Dec. 27, 1999 500 Purchase $ 2.25
Dyna Technology........................... Dec. 30, 1999 100 Purchase $ 2.19
Dyna Technology........................... Dec. 30, 1999 100 Purchase $ 2.22
Dyna Technology........................... Dec. 30, 1999 5,000 Purchase $ 2.25
Dyna Technology........................... Dec. 31, 1999 200 Purchase $ 2.25
Dyna Technology........................... Jan. 3, 2000 2,600 Purchase $ 2.25
Dyna Technology........................... May 3, 2000 5,800 Purchase $ 2.00
Dyna Technology........................... May 5, 2000 18,200 Purchase $ 2.00
Dyna Technology........................... May 24, 2000 20,000 Purchase $2.6875
Dyna Technology........................... May 24, 2000 1,000 Purchase $ 1.875
Dyna Technology........................... May 26, 2000 19,000 Purchase $ 1.875
Dyna Technology........................... May 31, 2000 1,000 Purchase $ 1.875
Dyna Technology........................... June 1, 2000 2,000 Purchase $ 1.875
Dyna Technology........................... July 27, 2000 25,400 Purchase $ 1.875
Dyna Technology........................... Aug. 1, 2000 6,100 Purchase $ 1.875
Dyna Technology........................... Aug. 2, 2000 5,000 Purchase $ 1.875
Dyna Technology........................... Aug. 3, 2000 500 Purchase $ 1.875
Dyna Technology........................... Aug. 4, 2000 1,000 Purchase $ 1.875
Dyna Technology........................... Sept. 6, 2000 39,000 Purchase $ 1.94
Dyna Technology........................... Sept. 7, 2000 2,500 Purchase $ 1.94
Dyna Technology........................... Sept. 8, 2000 4,600 Purchase $ 1.94
Dyna Technology........................... Sept. 12, 2000 200 Purchase $ 1.94
Dyna Technology........................... Sept. 14, 2000 2,600 Purchase $ 1.94
Dyna Technology........................... Sept. 15, 2000 3,900 Purchase $ 1.94
Dyna Technology........................... Sept. 21, 2000 2,000 Purchase $ 1.94
Dyna Technology........................... Sept. 22, 2000 4,200 Purchase $ 1.94
Dyna Technology........................... Sept. 25, 2000 8,000 Purchase $ 1.94
Dyna Technology........................... Sept. 26, 2000 500 Purchase $ 1.94
Dyna Technology........................... Sept. 28, 2000 3,500 Purchase $ 1.94
Dyna Technology........................... Sept. 29, 2000 8,000 Purchase $ 1.94
Dyna Technology........................... Oct. 12, 2000 10,000 Purchase $ 1.50
Dyna Technology........................... Oct. 13, 2000 1,500 Purchase $ 1.50
Dyna Technology........................... Nov. 2, 2000 500 Purchase $ 1.56
Dyna Technology........................... Nov. 3, 2000 8,000 Purchase $ 1.625
Dyna Technology........................... Nov. 7, 2000 1,700 Purchase $ 1.625
Dyna Technology........................... Nov. 9, 2000 1,000 Purchase $ 1.625
Dyna Technology........................... Nov. 14, 2000 1,000 Purchase $ 1.625

Except as set forth herein, none of the nominees or their respective
associates (i) directly or indirectly beneficially owns any securities of the
Company; (ii) has had any relationship with the Company in any capacity other
than as a shareholder; (iii) knows of any transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any of them or their respective affiliates
had, or will have, a direct or indirect material interest; (iv) is, or within
the past year was, a party to any contract, arrangement or understanding with
any person with respect to any future employment by the Company or its known
affiliates or any future transactions to which the Company or any of its known
affiliates will or may be a party. Other than the compensation regularly paid by
the Company to its directors, executive officers and consultants, the nominees
will not receive any compensation for their services as directors of the
Company.

PRINCIPAL SHAREHOLDERS

Reference is made to the Company's Proxy Statement filed with the
Securities and Exchange Commission and dated as of November 19, 2001, by the
Board of Directors of the Company for certain information about the Company's
principal owners and certain other matters required to be disclosed by the
Company.

VOTING, EXECUTION AND REVOCATION OF PROXIES

According to the Company's Proxy Statement, only stockholders of record at
the close of business on October 22, 2001, will be entitled to vote. As of that
date, again according to the Company's Proxy Statement, the Company had
2,955,872 shares of common stock outstanding and entitled to vote and each share
is entitled to one vote. The presence in person or by proxy of the holders of a
majority of the outstanding shares of the Company's common stock entitled to
vote at the Annual Meeting constitutes a quorum for the transaction of business.

If a broker returns a "non-vote" proxy, indicating a lack of voting
instructions by the beneficial holder of the shares and a lack of discretionary
authority on the part of the broker to vote on a particular matter, then the
shares covered by such non-vote shall be deemed present at the meeting for the
purposes of determining a quorum but shall not be deemed to have been voted in
favor of such matter. If a shareholder abstains from voting as to any matter,
then the shares held by such shareholder shall be deemed present at the meeting
for the purposes of determining a quorum, but shall not be deemed to have been
voted in favor of such matter. Abstentions and broker non-votes will have the
same effect as a vote against the matters submitted for shareholder vote.
Broker-dealers, banks and other entities holding securities for the beneficial
ownership of their customers will not be permitted to vote shares of the
Company's common stock for which they have not received voting instructions from
the beneficial owners thereof. Accordingly, shares beneficially owned by persons
who abstain from voting will not count toward the quorum required for the
meeting or toward the votes required for the election of directors. Similarly,
shares not voted by broker-dealers, banks and other entities holding securities
for the beneficial ownership of their customers will not count toward the quorum
required for the meeting or toward the votes required for the election of
directors.

The election of the Committee's two director-nominees requires the
affirmative vote of the holders of a majority of the voting power of all shares
of the Company's common stock deemed present at the Annual Meeting.

Each properly executed and timely returned BLUE proxy card will be voted in
favor of the election of all of the Committee's director-nominees. Shareholders
of the Company desiring to vote for some of the Committee's director-nominees
should execute and return the Committee's BLUE proxy card, but should write the
full name of the Committee's nominee or nominees, for whom the shareholder
desires to withhold authority to vote. The Committee's BLUE proxy card will
revoke any prior proxy or proxies given and will be revoked by any subsequent
proxy or proxies given. Since the Committee is proposing only two nominees,
three of the Company's nominees will also be selected. We are also soliciting
authority to vote for three of the nominees being sponsored by the Company. If
you grant us authority to vote for three of the Company's nominees, we will NOT
vote for either Mr. S. Robert Dessalet or Mr. Thomas J. de Petra. If you vote on
our BLUE proxy card, you have the opportunity to withhold authority to vote for
any of the Company's nominees by writing their name(s) on the BLUE proxy card in
the space provided. Accordingly, shareholders of the Company desiring to vote
against election of all of the Committee's director-nominees, or who desire to
abstain from voting, should not execute or return a BLUE proxy card.

[BLUE COLORED PAPER]
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
BY DYNA TECHNOLOGY, INC., RALPH I. CALL, JAMES J. KAMP,
THOMPSON H. DAVIS, ROBERT L. RING AND GERALD E. BROWN
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS OF WINLAND ELECTRONICS, INC.,
TO BE HELD THURSDAY, DECEMBER 20, 2001
The undersigned hereby constitutes and appoints Dyna Technology,
Inc., and Ralph I. Call as attorneys and proxies (each with the power to
act alone and with the power of substitution and revocation) to attend
the Meeting of Shareholders of Winland Electronics, Inc. (the "Company"
or "WEX") to be held at the Company's principal office located at 1950
Excel Drive, Mankato, Minnesota, on Thursday, December 20, 2001, at 7:00
p.m., Central Time and any and all adjournments thereof, and there to
act for and to vote all of the shares of common stock held in the name
of the undersigned, in the manner specified below, upon the following
matters:
1. Set the number of directors at five (5) and elect the two directors
listed below, each to serve until the earlier of the election of his
successor or his earlier resignation, removal, disqualification or
death:
ROBERT L. RING AND GERALD E. BROWN
[ ] FOR all nominees (except as indicated to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees
The Committee intends to use this Proxy to vote for three persons
nominated by the Company other than Mr. S. Robert Dessalet or Mr. Thomas
J. de Petra. To withhold authority to vote for any Company nominee,
write the name of the nominee below. Refer to the Proxy Statement and
Proxy distributed by the Company for the names and information
concerning such nominees. There is no assurance that any of the
Company's nominees will serve as directors if the Committee's nominees
are elected to the Board of Directors. The Committee is NOT seeking
authority to vote for and will NOT exercise such authority to vote for
Mr. S. Robert Dessalet or Mr. Thomas J. de Petra.
(INSTRUCTION: To withhold authority to vote for one or more nominees,
write the full name(s) of such nominees in the space provided below.)
------------------------------------------------------------------------

(continued from other side)
2. Shareholder Proposal

RESOLVED, That the shareholders of Winland Electronics, Inc. demand
that the Board of Directors adopt a policy prohibiting officers of
the Company from receiving any stock options or bonuses in future
years unless the Company outperforms the Dow Jones Industrial Index
by at least 10% as measured by aggregate total return to
shareholders over the prior five fiscal year period.
[ ] FOR the Shareholder Proposal [ ] WITHHOLD AUTHORITY to
vote for the Shareholder Proposal

IF THIS PROXY IS EXECUTED IN SUCH A MANNER AS TO NOT WITHHOLD
AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, OR IF THIS PROXY IS
EXECUTED IN SUCH A MANNER AS TO NOT WITHHOLD AUTHORITY TO VOTE FOR THE
SHAREHOLDER PROPOSAL, IT SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE FOR
THE ELECTION OF ANY SUCH NOMINEE AND FOR THE ADOPTION OF THE SHAREHOLDER
PROPOSAL.

PLEASE FILL IN, SIGN, AND DATE ON THE REVERSE SIDE AND MAIL IN THE
ENCLOSED ENVELOPE. IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE
CONTACT THE FIRM ASSISTING US IN THIS MATTER, D.F. KING & CO., INC. AT
THEIR TOLL-FREE NUMBER 1-800-290-6433.

Dated this ____ day of __________ ,
2001

-------------------------------------
Signature

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Title(s)

IMPORTANT: This Proxy should be
signed exactly as your name appears
on your WEX stock certificate. In the
case of joint tenants, both should
sign. Fiduciaries should indicate
full title and authority.
Corporations should sign in full
corporate name by the President or
other authorized officer.
Partnerships should sign in
partnership name by an authorized
person.