DIALIGHT PLC — AGM Information 2019

Apr 17, 2019

RESOLUTIONS OF DIALIGHT PLC ("COMPANY")

Passed on 17 April 2019

At the Annual General Meeting of the Company, which was duly convened and held at Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG on Wednesday, 17 April 2019 at 11.30 am, the following resolutions were duly passed as special resolutions:

Resolution 15

That, in substitution for all existing powers and subject to the passing of resolution 14 set out in the notice of the 2019 Annual General Meeting of the Company, the Directors be given the general power to allot equity securities (as defined in Section 560 of the Companies Act 2006) 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, provided that this power shall be limited to:

• (a) the allotment of equity securities for cash and the 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 14 by way of a rights issue only):
• (i) to holders of ordinary shares in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale; and
• (ii) to holders of any other class of equity securities entitled to participate therein or as permitted 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, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever; and

(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities for cash and the sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £30,744.

The power granted by this resolution shall, unless previously renewed, revoked or varied, expire on the conclusion of the Company's next Annual General Meeting after this resolution is passed or on 30 June 2020, whichever is the earlier, 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.

Resolution 16

That, subject to the passing of resolution 14, the Directors be given the power in addition to any power granted under resolution 14 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted under paragraph (a) of resolution 14 and 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 for cash and the sale of treasury shares up to an aggregate nominal amount of £30,744; 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 Directors have determined 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 7 March 2019, or for any other purposes as the Company in general meeting may at any time by special resolution determine.

The power granted by this resolution shall, unless previously renewed, revoked or varied, expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or on 30 June 2020, whichever is the earlier, 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 expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Resolution 17

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 any of its ordinary shares of 1.89 pence in the capital of the Company ("ordinary shares") provided that:

• (a) the maximum number of ordinary shares authorised to be purchased is 3,253,423;
• (b) the minimum price (exclusive of expenses) 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 shares 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 contracted to be 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.

This authority shall, unless previously renewed, revoked or varied, expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or on 30 June 2020, whichever is the earlier, 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.

Resolution 18

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

Richard Allan

Company Secretary