DIALIGHT PLC — Proxy Solicitation & Information Statement 2012

Mar 21, 2012

Dialight

SHAREHOLDER DETAILS (DATA TO BE INSERTED)

Attendance at Annual General Meeting

If you attend the Meeting, bring this card with you to show a residence of your right to be admitted.

Dialight plc

Annual General Meeting of Dialight plc to be held at One Moorgate Place, London EC2R 6EA at 11.30am on Wednesday, 18 April 2012.

Notes

1. A member entitled to attend and vote at the Annual General Meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of him at the Annual General Meeting. A member of the Company may appoint more than one proxy, provided that each proxy is appointed to execute the rights attached to different shares. The proxy need not be a member of the Company. A proxy of a member's own choice may be appointed by inserting the proxy's name on this proxy form in the space provided. Please sign and date in the space provided. If the appointing shareholder is a corporation this proxy must be under its common seal, if any, and if none, under the hand of an officer or attorney duly authorised.

2. To be effective, the instrument appointing a proxy and (if required by the directors) a power of attorney or other authority under which it is executed (or a copy of it noticeably certified or certified in some other way approved by the directors), must be deposited at the Company's Registrars, Equiniti Limited, Freepost SEA 10850, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZR not less than 48 hours before the time for holding the meeting. Completion and return of the proxy form will not preclude ordinary shareholders from attending and voting in person at the meeting if they wish. Unless otherwise instructed, by placing an 'A' in the appropriate box, the proxy may vote as he thinks fit or abstain from voting. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution. The proxy may also vote, or abstain from voting, as he thinks fit on any other business which may properly come before the meeting.

3. In case of joint holders of a share the vote of the senior, whether in person or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority is determined by the order in which the names of the holders stand in the register.

4. If the proxy form is returned without an indication as to how the proxy must vote on a particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes.

5. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see below) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

6. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting the Company's Registrars at the address in note 2 or by telephone, UK shareholders should call on 0811 384 2495 (overseas shareholders should call +44 121 415 7047). Calls to the UK number are charged at 8p per minute from a BT landline. Other providers' costs may vary. Lines are open Monday to Friday 8.30 - 5.30pm, excluding Bank Holidays. Please indicate in the box next to the proxy holder's name (see below) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned in the same envelope.

7. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at 6pm on Monday 16th April 2012 shall be entitled to attend or vote at this Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after 6pm on 16th April 2012 shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.

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Dialight

1788-022-s

FORM OF PROXY

Annual General Meeting of Dialight plc to be held at One Moorgate Place, London EC2R 6EA at 11.30am on 18 April 2012.

Voting ID	Task ID	Shareholder Reference Number

being (a) member(s) of the above named company hereby appoint (see note 1)

Appointed proxy's name	No. of shares

or, failing him, the Chairman of the meeting as my/our proxy to vote in my/our voting entitlement and on my/our behalf at the Annual General Meeting of Dialight plc, the Company, to be held at One Moorgate Place, London EC2R 6EA at 11.30am on Wednesday, 18 April 2012 and at any adjournment thereof.

☐ Please tick here if this proxy appointment is one of multiple appointments being made*.

*For the appointment of more than one proxy, please see note 6 above.

This form is to be used in respect of the resolutions indicated (see note 2).

I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he/she sees fit or abstain in relation to any business of the Meeting.

Date	Signature

In the case of a corporation, this form must be executed under the common seal or signed by a duly authorised official, whose capacity should be stated in accordance with Section 44 of the Companies Act 2006.

Resolutions

	By	Agency	Writings
1	To receive the annual accounts for the financial year ended 31 December 2011	☐	☐
2	To approve the Directors' remuneration report for the year ended 31 December 2011	☐	☐
3	To declare a final dividend of 6.7 pence per ordinary share	☐	☐
4	To reappoint KPMG Audit Plc as auditors	☐	☐
5	To authorise the directors to determine the remuneration of the auditors	☐	☐
6	To re-elect Harry Tee CBE as a director of the Company	☐	☐
7	To re-elect Roy Burton as a director of the Company	☐	☐
8	To re-elect Mark Fryer as a director of the Company	☐	☐
9	To re-elect Robert Lambourne as a director of the Company	☐	☐
10	To re-elect Bill Ronald as a director of the Company	☐	☐
11	To re-elect Richard Stuckes as a director of the Company	☐	☐
12	To renew the directors' authority to allot shares	☐	☐
13	To renew the directors' authority to allot equity securities for cash other than on a pro-rata basis	☐	☐
14	To authorise own share purchases by the Company	☐	☐
15	To hold a General Meeting on 14 clear days' notice	☐	☐

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DIRECTIONS TO ONE MOORGATE PLACE, LONDON EC2R 6EA

By rail
The nearest mainline station is Liverpool Street.

The underground
The nearest Underground stations are Moorgate (Northern Line & Metropolitan) & Bank (Central Line) and are within easy walking distance of One Moorgate Place.

City Airport
Approximately 8 miles from One Moorgate Place.

Parking
The nearest parking facilities are at Finsbury Circus, a 2 minute walk from One Moorgate Place.

Disabled facilities
The entrance most suitable for disabled people is the Copthall entrance at no.11 Copthall Avenue.

Location
The map shows the location of One Moorgate Place where the Annual General Meeting of Dialight plc will be held.

Please detach and retain this section.
Do not post with the Form of Proxy

BUSINESS REPLY SERVICE
Licence No. SEA 10850

Equiniti Limited
Aspect House
Spencer Road
Lancing
BN99 6ZR