DIALIGHT PLC — AGM Information 2016

Apr 26, 2016

Company number 2486024

RESOLUTIONS OF DIALIGHT PLC ("Company") Passed on 26 April 2016

At the Annual General Meeting of the Company duly convened and held at 2 Gresham Street, London EC2V 7QP on Tuesday, 26 April 2016 at 11.30am, the following resolutions were duly passed as ordinary and special resolutions.

ORDINARY RESOLUTION

• $1₁$ That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 ("CA 2006") to exercise all the powers of the Company to:
• $(a)$ allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £204,770 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
• $(b)$ allot equity securities (as defined in Section 560 of the CA 2006 up to an aggregate nominal amount of £409,541 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any security into shares in the Company granted under paragraph (a) of this resolution) in connection with an offer by way of a rights issue:
  • $(i)$ to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • $(ii)$ to holders of other equity securities (as defined in Section 560(1) of the CA 2006) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter such authorities to apply until the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, until the close of business on 30 June 2017) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

SPECIAL RESOLUTIONS

• $2.$ That, in substitution for all existing powers and subject to the passing of the above resolution, the Directors be given the general power to allot equity securities (as defined by Section 560 of the CA 2006) for cash, either pursuant to the authority conferred by the above resolution or by way of a sale of treasury shares, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall be limited to:
• the allotment of equity securities in connection with an offer of equity $(a)$ securities (but, in the case of the authority granted under paragraph (b) of the above resolution by way of a rights issue only):
  • $(i)$ to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • $(ii)$ to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

$(b)$ the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £30,715.

The power granted by this resolution will expire on 30 June 2017 or, if earlier, the conclusion of the Company's next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

$3.$ That the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 693(4) of the CA 2006) of ordinary shares of 1.89 pence in the capital of the Company ("ordinary shares") provided that:

• the maximum aggregate number of ordinary shares authorised to be $(a)$ purchased is 3,250,325 (representing 10% of the issued ordinary share capital);
• the minimum price which may be paid for an ordinary share is 1.89 pence; $(b)$
• the maximum price which may be paid for an ordinary share is the higher of: $(c)$
• an amount equal to 5% above the average middle market value of an $(i)$ ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased; and
• the higher of the price of the last independent trade and the highest $(ii)$ current independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses;

• this authority expires at the conclusion of the next annual general meeting $(d)$ after this resolution is passed (or, if earlier, until the close of business on 30 June 2017); and
• the Company may make a contract to purchase ordinary shares under this $(e)$ authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.
• That a general meeting other than an annual general meeting may be called on not $\overline{4}$ . less than 14 clear days' notice.

Khanbabi, Company Secretary