DIALIGHT PLC — AGM Information 2017

Mar 16, 2017

Dialight plc Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about its content or the action you should take, you should consult your stockbroker, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all your shares in Dialight plc (the "Company"), please pass this document and the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

A form of proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach Equiniti Limited ("Equiniti") (the Company's Registrars) by no later than 11.30am on Tuesday, 18 April 2017. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting in person, should you so wish. Alternatively you can register your proxy vote electronically no later than 11.30am on Tuesday, 18 April 2017, either by means of a website provided by Equiniti, www.sharevote.co.uk, or by using the service provided by Euroclear. Further details are given in the explanatory notes on page 9 to this document.

Dialight plc Leaf C, Level 36 Tower 42 25 Old Broad Street London EC2N 1HQ Registered in England and Wales 2486024 Web: www.dialight.com 16 March 2017

Dear Shareholder

Dialight plc – Annual General Meeting 2017

I am pleased to inform you that this year's Annual General Meeting ("Meeting" or "AGM") will be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP, on Thursday, 20 April 2017 at 11.30am.

This document provides details of those items of business to be transacted at the AGM and includes the formal notice of the AGM (the "Notice"). Explanatory notes can be found from page 6 onwards. A location map is provided on the reverse of the form of proxy which is also enclosed. Tea and coffee will be available from 11.00am onwards on the day. If you would like to vote on the resolutions in the Notice but cannot attend the Meeting, please complete the form of proxy and return it to the Company's Registrars, Equiniti, as soon as possible. Equiniti must receive the form of proxy by 11.30am on Tuesday, 18 April 2017 (or, in the event of any adjournment, 48 hours (excluding non-working days) before the time of the adjourned meeting). Alternatively, you can vote online at www.sharevote.co.uk or appoint a proxy or proxies through the CREST electronic proxy appointment service by using the procedures described in the CREST Manual (available via www.euroclear.com) by no later than 11.30am on Tuesday, 18 April 2017 (or, in the event of any adjournment, 48 hours (excluding non-working days) before the time of the adjourned meeting). For further information on the appointment of proxies please refer to the explanatory notes and the notes to the form of proxy.

As stated in the 2015 Annual Report and Accounts, no dividend was declared for the year-ended 31 December 2015. In addition, in our 2016 half-year results announcement, no 2016 interim dividend was declared. Given the Company's continued strategic focus on the delivery of profitable growth, the Board has therefore not declared a dividend for the year ended 31 December 2016. The Board will re-evaluate its dividend policy in due course.

Since my appointment as Chairman on 25 January 2016, we have continued our work on Board succession. As was announced on 8 March 2016 and subsequently approved at the 2016 AGM, Martin L. Rapp and David Thomas were appointed to the Board as Non-Executive Directors. These appointments were made in order to replace Tracey Graham and Robert Lambourne. In order to further support the Company's focus on sales growth across geographies and into new technology offerings, the Board subsequently appointed Gaelle Hotellier as Non-Executive Director with effect from 3 October 2016. The entire Board will stand for re-election at the AGM with the exception of Gaelle Hotellier who will stand for election. Information regarding certain items of business to be transacted at the AGM can be found in the explanatory notes overleaf.

Documents available for inspection

Copies of all service agreements under which Directors of the Company are employed by the Company or any subsidiaries and a copy of the letters of appointment of the Non-Executive Directors of the Company will be available for inspection at the Company's registered office during normal business hours (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the date of the AGM and at the place of the AGM for 15 minutes prior to and during the meeting.

Recommendation

The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do so in respect of their own interests (both beneficial and non-beneficial). If you have any questions regarding the AGM business please contact Equiniti by phone on 0371 384 2495. Lines are open from 8.30am to 5.30am, Monday to Friday (excluding bank holidays). Non-UK callers should dial +44 (0)121 415 7047.

Wayne Edmunds

Chairman

The Annual General Meeting ("AGM") of Dialight plc (the "Company") will be held at 2 Gresham Street, London EC2V 7QP at 11.30am on Thursday, 20 April 2017. You will be asked to consider and, if thought fit, pass the resolutions below. Resolutions 16 to 19 (inclusive) will be proposed as special resolutions; all other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

• 1. That the Company's Annual Report and Accounts for the financial year ended 31 December 2016, together with the Directors' report and the auditors' report on those accounts, be received.
• 1. That the annual report on remuneration (other than the part containing the Directors' remuneration policy) for the year ended 31 December 2016 as set out on pages 67 to 74 of the Company's 2016 Annual Report and Accounts be approved.
• 1. That the Directors' remuneration policy contained in the Directors' remuneration report and as set out on pages 61 to 66 of the Company's 2016 Annual Report and Accounts for the financial year ended 31 December 2016 be approved.
• 1. That KPMG LLP be appointed as auditors of the Company from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.
• 1. That the Directors be authorised to determine the remuneration of the auditors.
• 1. That Wayne Edmunds, who retires by rotation, be re-elected as a Director of the Company.
• 1. That Michael Sutsko, who retires by rotation, be re-elected as a Director of the Company.
• 1. That Fariyal Khanbabi, who retires by rotation, be re-elected as a Director of the Company.
• 1. That Stephen Bird, who retires by rotation, be re-elected as a Director of the Company.
• 1. That David Blood, who retires by rotation, be re-elected as a Director of the Company.
• 1. That Martin L. Rapp, who retires by rotation, be re-elected as a Director of the Company.
• 1. That David Thomas, who retires by rotation, be re-elected as a Director of the Company.
• 1. That Gaelle Hotellier, who has been appointed as a director of the Company since the last AGM, be elected as a Director of the Company.
• 1. That, in accordance with Sections 366 and 367 of the Companies Act 2006, the Company and all its subsidiary companies from time to time during the period for which this resolution is effective be authorised to:
• (a) make political donations to political parties and/or independent election candidates not exceeding £10,000 in aggregate;
• (b) make political donations to political organisations other than political parties not exceeding £10,000 in aggregate; and
• (c) incur political expenditure, not exceeding £10,000 in aggregate

provided that the amount of political donations made and political expenditure incurred by the Company and its subsidiaries pursuant to this resolution shall not in aggregate exceed £10,000.

Such power shall apply until the conclusion of the Company's next AGM after this resolution is passed or 30 June 2018. For the purpose of this resolution the above terms (political donations, political parties, independent election candidates, political organisations and political expenditure) shall have the same meanings as set out in Part 14 of the Companies Act 2006.

The authorised sum referred to in paragraphs (a), (b) and (c) of this resolution may be comprised of one or more amounts in different currencies which, for the purpose of calculating that authorised sum, shall be converted into pounds sterling at such rate as the Board of the Company in its absolute discretion may determine to be appropriate.

• 1. That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 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 £204,782 (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 up to an aggregate nominal amount of £409,564 (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 15) 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 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 AGM after this resolution is passed (or, if earlier, until the close of business on 30 June 2018) 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

• 1. That, in substitution for all existing powers and subject to the passing of resolution 15, the Directors be given the general power to allot equity securities (as defined by Section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by resolution 15 or by way of a sale of treasury shares, as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be limited to:
• (a) the allotment of equity securities and sale of treasury shares in connection with an offer of equity securities (but, in the case of the authority granted under paragraph (b) of resolution 15 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 or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £30,717.

The power granted by this resolution will expire on 30 June 2018 or, if earlier, the conclusion of the Company's next AGM (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 (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

• 1. That, if resolution 15 is passed, the Board be given the power in addition to any power granted under resolution 16 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted under paragraph (a) of resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be:
• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £30,717; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 30 June 2018) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

• 1. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 1.89 pence in the capital of the Company ("ordinary shares") provided that:
• (a) the maximum aggregate number of ordinary shares authorised to be purchased is 3,250,511 (representing approx. 10% of the issued share capital);
• (b) the minimum price which may be paid for an ordinary share is 1.89 pence;
• (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of:
  • (i) an amount equal to 5% above the average market value of an 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
  • (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out at the relevant time, including when the shares are traded on different venues.

This authority expires at the conclusion of the next AGM after this resolution is passed (or, if earlier, until the close of business on 30 June 2018) but during this period the Company may make a contract to purchase ordinary shares under this 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.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By order of the Board

General Counsel and Company Secretary Leaf C, Level 36 Dialight plc Tower 42 16 March 2017 25 Old Broad Street

Chris Fussell Registered Office:

London EC2N 1HQ Company Number: 2486024

Explanatory notes to the resolutions

Resolutions 1 to 15 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 19 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Annual Report and Accounts

The Directors will lay before the Meeting the audited Annual Report and Accounts for the financial year ended 31 December 2016, together with the Directors' report and the auditors' report on those accounts.

Resolution 2 – Directors' remuneration policy

The Directors' remuneration policy contains Dialight's proposed policy on Directors' remuneration. The Company is required to seek shareholder approval of its remuneration policy as the Company's current remuneration policy was last put to shareholders for approval at the 2014 AGM. The remuneration policy will not take effect until it has been approved by shareholders. If approved, the remuneration policy will be effective immediately from the conclusion of the AGM and will be subject to a binding shareholder vote by ordinary resolution at least every three years. Following approval, all payments by the Company to the Directors and any former Directors must be made in accordance with the remuneration policy unless separately approved by a shareholder resolution. Should the remuneration policy not be approved for any reason, the Company will, if and to the extent permitted by the Companies Act 2006, continue to make payments to Directors in accordance with existing contractual arrangements and will seek shareholder approval for a revised policy as soon as reasonably practicable. The Directors' remuneration policy is set out on pages 61 to 66 of the Company's Annual Report and Accounts for the financial year ended 31 December 2016.

Resolution 3 – Annual report on remuneration

The annual report on remuneration sets out the remuneration received or receivable by Directors in respect of the year ended 31 December 2016. The vote on the annual report on remuneration is advisory in nature, which means that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed. The annual report on remuneration is set out on pages 58 to 74 of the Company's 2016 Annual Report and Accounts.

Resolution 4 – Re-appointment of the auditor

The Company is required to appoint the auditor at each general meeting at which accounts are laid before the Company, to hold office until the conclusion of the next such meeting.

The Audit Committee has reviewed the effectiveness, independence and objectivity of the external auditor KPMG LLP, on behalf of the Board, who now proposes their re-appointment as the auditor of the Company.

Resolution 5 – To authorise the Directors to agree to the auditor's remuneration

This resolution authorises the Directors, in accordance with standard practice, to determine the remuneration of the auditor.

Resolutions 6 to 13 – Election and re-election of Directors

In accordance with the UK Corporate Governance Code (the "Code") and the Company's Articles of Association, all existing Directors who have served since the Company's AGM in 2016, will stand for re-election or election. The Board considers that, following formal performance evaluation, the performance of each Director on the Board at the date of this Notice continues to be effective and demonstrates the commitment required to continue in their present roles and accordingly supports each Directors' election and re-election. Biographical details of all Directors can be found on page 43 of the Annual Report and Accounts 2016 and on the Company's website at www.dialight.com. As noted above, Gaelle Hotellier will be seeking election to the Board at the AGM.

Resolution 14 – Political donations

Part 14 of the Companies Act 2006 prohibits the Company and its subsidiaries from, amongst other things, making political donations exceeding £5,000 in aggregate in any 12 months period or incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the Companies Act 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught. Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally

be considered to result in the making of political donations and political expenditure being incurred. As permitted under the Companies Act 2006, the resolution extends not only to the Company but also covers all companies that are subsidiaries of the Company at any time the authority is in place. The resolution reflects the three categories covered by the rules and authorises the Company and its subsidiaries to:

• (a) make political donations to political parties and/or independent election candidates not exceeding £10,000 in total;
• (b) make political donations to political organisations other than political parties not exceeding £10,000 in total; and
• (c) incur political expenditure not exceeding £10,000 in total, in the period up to the Company's next AGM or up to and including 30 June 2018, whichever is the earlier.

As required by the Companies Act 2006, the resolution is in general terms and does not purport to authorise particular donations. Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure at this time.

Resolution 15 – Authority to allot shares

This resolution is divided into two parts. Paragraph (a) of the resolution would give the Directors the authority to allot ordinary shares up to an aggregate nominal amount equal to £204,782 (representing a maximum of 10,835,037 ordinary shares). This amount represents approximately one-third of the issued share capital of the Company as at 28 February 2017, the latest practicable date prior to publication of the Notice.

In line with guidance issued by the Investment Association ("IA"), paragraph (b) of the resolution would give the Directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £409,564 (representing a maximum of 21,670,075 ordinary shares), as reduced by the nominal amount of any ordinary shares issued under paragraph (a) of the resolution. This amount (before any reduction) represents approximately two-thirds of the issued share capital of the Company as at 28 February 2017, the latest practicable date prior to publication of the Notice.

The authorities sought under paragraphs (a) and (b) of the resolution will expire at the earlier of the conclusion of the AGM of the Company held in 2018 or 30 June 2018 (the last date by which the Company must hold an AGM in 2018).

The Directors have no present intention to exercise either of the authorities sought under the resolution, except, if necessary under paragraph (a), to satisfy the exercise of options or awards granted under existing share schemes. However, the authority gives the Directors the flexibility to take advantage of business opportunities as they arise. If they do exercise the authorities, the Directors intend to follow IA recommendations concerning their use (including as regards the Directors standing for re-election in certain cases).

As at the date of the Notice, no ordinary shares are held by the Company in treasury.

Resolution 16 and 17 – Disapplication of pre-emption rights

Resolutions 16 and 17 will be proposed as special resolutions, each of which requires a 75% majority of the votes to be cast in favour. They would give the Directors the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The power set out in resolution 16 would be, similar to previous years, limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares; or (b) as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £30,717 (representing 1,625,255 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued share capital of the Company (excluding treasury shares) as at 28 February 2017, the latest practicable date prior to publication of this Notice.

In respect of the power under resolution 16(b), the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period where the Principles provide that usage in excess of 7.5% of the issued share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.

The power set out in resolution 17 would be limited to allotments or sales of up to an aggregate nominal amount of £30,717 (representing 1,625,255 ordinary shares) in addition to the power set out in resolution 16. This aggregate nominal amount represents an additional 5% of the issued share capital of the Company (excluding treasury shares) as at 28 February 2017, the latest practicable date prior to publication of this Notice.

In respect of the power under resolution 17, the Board confirms that it will only allot shares representing more than 5% of the issued share capital of the Company (excluding treasury shares), for cash pursuant to the power granted by resolution 17, where that allotment is for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment within the meaning given in the Pre-emption Group's Statement of Principles on Disapplying Pre-emption Rights and which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The powers under resolutions 16 and 17 will expire at the earlier of 30 June 2018 and the conclusion of the AGM of the Company held in 2018.

Resolution 18 – Purchase of own shares

This resolution would give authority for the Company to purchase up to 3,250,511 of its ordinary shares, representing approximately 10% of the Company's issued share capital. The resolution specifies the minimum and maximum prices for any ordinary shares purchased under the authority. If granted, the authority will expire at the earlier of the conclusion of the AGM of the Company held in 2018 or 30 June 2018 (the last date by which the Company must hold an AGM in 2018).

The Directors will determine whether any ordinary shares acquired to this authority are to be cancelled or held in treasury at the time that they resolve to exercise the authority. As at 28 February 2017, the latest practicable date prior to publication of the Notice, the total number of awards outstanding under Group share plans was 426,626 which represents 1.31% of the issued shares at that time and would represent 1.46% of the issued share capital if the Directors used the existing authority to purchase shares.

The Directors are of the opinion that this authority, if renewed, will continue to give them greater flexibility to manage the issued share capital of the Company for the benefit of the shareholders and would only use this authority if it is for the benefit of the shareholders as a whole and could be expected to result in an increase in the earnings per share of the Company.

The Directors have no present intention of exercising the authority conferred by this resolution.

Resolution 19 – Notice of general meetings

A general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

• 1. Entitlement to attend and vote: To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.30pm on 18 April 2017 (or, in the event of any adjournment, 6.30pm on the date which is two working days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM. If you wish to attend the Meeting in person, please bring this Notice with you to the Meeting.
• 1. Appointing proxies: If you meet the criteria set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM and you should have received a form of proxy with this Notice. A proxy need not be a shareholder of the Company. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy. You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share(s) held by that shareholder. You may not appoint more than one proxy to exercise rights attached to any one share. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by telephone on 0371 384 2495 (for callers calling from the UK) or +44 (0)121 415 7047 (for those calling from overseas). Lines are open between 8.30am and 5.30pm, Monday to Friday. The return of a completed form of proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 5 below), will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so; however, this shall automatically terminate your proxy appointment. Should you wish to change your proxy instructions simply submit a new proxy appointment using the methods set out above with the relevant timeframe. Should you need a further hard-copy form of proxy to be able to do this, please contact the Company's Registrars whose details appear above. You may also terminate a proxy appointment by informing the Company's Registrars prior to the relevant deadline for appointing proxies as detailed below.
• 1. Deadline for appointing proxies: To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA in each case no later than 11.30am on 18 April 2017 (or, in the event of any adjournment, 48 hours (excluding non-working days) before the time of the adjourned meeting). Shareholders who would prefer to register the appointment of their proxy electronically via the internet can do so through the Sharevote website, www.sharevote.co.uk, using their Personal Authentication Reference Number (this is the series of numbers printed under the headings Voting ID, Task ID and Shareholder Reference Number on the form of proxy) by no later than 11.30am on 18 April 2017 (or, in the event of any adjournment, 48 hours (excluding non-working days) before the time of the adjourned meeting). Full details and instructions on these electronic proxy facilities are given on the website. Any electronic communication sent by a shareholder to the Company or to the Registrars which is found to contain a computer virus will not be accepted. If you submit more than one valid proxy instruction, the appointment received last before the latest time for receipt will take precedence.
• 1. Nominated Persons: Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights ("Nominated Person") may, under an agreement between them and the shareholder who nominated them, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. Appointment of proxies through CREST: CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message ("CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must in order to be valid be transmitted so as to be received by the issuer's agent (ID RA19) by 11.30am on 18 April 2017 (or, in the event of any adjournment, 48 hours (excluding non-working days) before the time of the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 1. Corporate representative: Any corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all of its powers as a member provided that they do not do so in relation to the same share.
• 1. Website publication of audit concerns: Under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with the auditors of the Company ceasing to hold office since the previous meeting at which Annual Report and Accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
• 1. Issued share capital: As at 28 February 2017 (being the last business day prior to the publication of this Notice) the Company's issued share capital consisted of 32,505,113 ordinary shares of 1.89 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at 28 February 2017 were 32,505,113.
• 1. Questions at the Meeting: Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
• 1. Withheld votes: A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against a resolution. If you have appointed a proxy and you have not indicated your voting preference on the form of proxy, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the AGM.
• 1. Website information and electronic communications: A copy of this Notice and the Company's Annual Report and Accounts for the financial year ended 31 December 2016, and other information required by Section 311A of the Companies Act 2006, can be found at www.dialight.com. If you wish to receive notice of future general meetings and other communications online, please register at www.shareview.co.uk or contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
• 1. Communication: You may not use any electronic address provided either in this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Dialight plc Leaf C Level 36 Tower 42 25 Old Broad Street London, EC2N 1HQ www.dialight.com