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DIALIGHT PLC Proxy Solicitation & Information Statement 2014
4722_agm-r_2014-03-19_60eae5e6-226c-4499-afae-3fd68266d52b.pdf
Proxy Solicitation & Information Statement
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Dialight
Noted
Attendance at
Annual General Meeting
If you attend the Meeting, bring this card with you to show as evidence of your right to be admitted.
Noted
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A member entitled to attend and vote at the AGM is also entitled to appoint one or more proxies to attend, speak and vote instead of him at the AGM. 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 but must attend the meeting to represent you.
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To appoint a proxy of a member's own choice, other than the Chairman of the meeting, insert the proxy's name on this form of proxy in the space provided. Please note if no name is inserted in the box, the Chairman of the meeting will be deemed to be your proxy. 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.
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To appoint more than one proxy an additional form(s) of proxy may be obtained by contacting the Company's Registrars at the address in note 6 or by telephone in the case of UK shareholders on 0871 384 2495 (overseas shareholders should call +44 (0)121 415 7047). Alternatively you may photocopy this form. Calls to the UK number are charged at 8 pence per minute plus network extras. Lines are open Monday to Friday 8.30am to 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. 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.
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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 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 form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
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To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "withheld" box. 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. If no voting indication is given your proxy may exercise their discretion as to whether, and if so how, they vote. The proxy may also vote, or abstain from voting, as he thinks fit on any other business which may properly come before the meeting.
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To be effective, the instrument(s) 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 notorially certified or certified in some other way approved by the directors) must be signed, dated and deposited at the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN89 6DA, not less than 48 hours before the time for holding the AGM. Completion and return of the form(s) of proxy will not preclude members from attending and voting in person at the AGM if they wish, at which point your proxy appointment will automatically be terminated.
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As an alternative to completing this hard-copy proxy form, you can appoint a proxy electronically by means of a website provided by Equiniti, www.sharevote.co.uk, or by using the service provided by Euroclear. For an electronic proxy appointment to be valid, your appointment must be received by Equiniti not less than 48 hours before the time for holding the AGM.
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Only those shareholders registered in the register of members of the Company as at 6.00pm on 14 April 2014 shall be entitled to attend or vote at this AGM in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the AGM.
Attendance at
Annual General Meeting
If you attend the Meeting, bring this card with you to show as evidence of your right to be admitted.
Noted
Dialight plc
Annual General Meeting ("AGM") of Dialight plc ("Company") to be held at Glaziers Hall, 9 Montague Close, London Bridge, London SE1 9DD on Wednesday 16 April 2014 at 11.30am.
Noted
Voting ID
Task ID
Shareholder Reference Number
being (a) member(s) of the above named company hereby appoint (see notes 1 and 2 above)
Appointed proxy's name
Number of shares
as my/our proxy to attend, speak and vote on my/our behalf at the Company's AGM, to be held at Glaziers Hall, 9 Montague Close, London Bridge, London SE1 9DD at 11.30am on Wednesday 16 April 2014, 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 3 above.
I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an "X". If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion as he or she thinks fit in relation to any other matter which is put before 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
| 1 | For | Against | Withheld |
|---|---|---|---|
| 1 | To receive the annual accounts for the financial year ended 31 December 2013 | ☐ | ☐ |
| 2 | To approve the Directors' remuneration policy | ☐ | ☐ |
| 3 | To approve the Annual report on remuneration | ☐ | ☐ |
| 4 | To declare a final dividend of 9.5 pence per ordinary share | ☐ | ☐ |
| 5 | To appoint KPMG LLP as auditors | ☐ | ☐ |
| 6 | To authorise the Directors to determine the remuneration of the auditors | ☐ | ☐ |
| 7 | To re-elect Bill Ronald as a Director of the Company | ☐ | ☐ |
| 8 | To re-elect Roy Burton as a Director of the Company | ☐ | ☐ |
| 9 | To re-elect Robert Lambourne as a Director of the Company | ☐ | ☐ |
| 10 | To re-elect Richard Stuckes as a Director of the Company | ☐ | ☐ |
| 11 | To re-elect Stephen Bird as a Director of the Company | ☐ | ☐ |
| 12 | To re-elect Tracey Graham as a Director of the Company | ☐ | ☐ |
| 13 | To authorise the Company to make political donations and incur political expenditure | ☐ | ☐ |
| 14 | To approve the Performance Share Plan | ☐ | ☐ |
| 15 | To approve the Dialight Shareeave Plan | ☐ | ☐ |
| 16 | To authorise the Directors to establish Shareeave plans outside the UK | ☐ | ☐ |
| 17 | To renew the Directors' authority to allot shares | ☐ | ☐ |
| 18 | To renew the Directors' authority to allot equity securities for cash other than on a pro-rata basis | ☐ | ☐ |
| 19 | To authorise own share purchases by the Company | ☐ | ☐ |
| 20 | To hold a general meeting on 14 clear days' notice | ☐ | ☐ |
By rail from London Bridge tube station, Tooley Street exit
Follow the Way Out signs for Duke Street. Cross the road in front of you at the traffic lights and head towards St Olaf House and London Bridge Hospital. Follow the pavement around the corner to the left and this will then bring you in front of the underside of London Bridge itself and Evans Cycles will be on your left. Continue under the tunnel and the entrance to Glaziers Hall is under the bronze and brown awning on your right.
By bus from London Bridge Bus Station
From London Bridge Bus Station, pass the ATM machines on your right and follow signs towards Tooley Street or the London Dungeon. Turn right and follow the steps down into the Underground station and exit via Tooley Street/London Dungeon. Follow directions as above from the Tooley Street exit.
By road via Tooley Street
Pass under the tunnel into Montague Close. The entrance is on the right-hand side under the bronze and brown awning.
By road via Borough High Street
Turn into Bedale Street then turn right onto Cathedral Street. Continue driving past the cathedral then turn right again onto Montague Close. The entrance is on the left-hand side underneath the bronze and brown awning.
By river from London Bridge City Pier
Thames Clippers operates a boat service between Waterloo and Greenwich. On arrival at London Bridge City Pier turn right onto Queens Walk and continue along the path behind London Bridge Hospital and St Olaf House until you see the signpost above for Tooley Street. Turn left onto the pathway opposite the sign The Queens Walk, and you will reach Tooley Street. Turn right passing Evans Cycles on your left. Continue under the tunnel and the entrance to Glaziers Hall is under the bronze and brown awning on your right.
Location
The map above shows the location of Glaziers Hall 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.