DIALIGHT PLC — Proxy Solicitation & Information Statement 2017

Mar 16, 2017

Dialight

Attendance at Annual General Meeting

If you attend the meeting, bring this card with you as evidence of your right to be admitted.

Dialight plc

Annual General Meeting ("AGM") of Dialight plc (the "Company") to be held at 2 Gresham Street, London EC2V 7QP on Thursday, 20 April 2017 at 11.30am.

Notes

1. 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 a different share or shares. The proxy need not be a member of the Company but must attend the meeting to represent you.

2. 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.

3. 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 0371 384 2495 (overseas shareholders should call +44 (0)121 415 7047). Alternatively you may photocopy this form. 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.

4. 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).

5. 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.

6. 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 notarially 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, 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). 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.

7. 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), using your Personal Authentication Reference Number (this is the series of numbers printed under the headings Voting ID, Task ID and Shareholder Reference Number on this form of proxy). 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. For an electronic proxy appointment to be valid, your appointment must be received by Equiniti, or, in the case of a CREST electronic proxy appointment, the issuer's agent (ID RA18), 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).

8. Only those shareholders registered in the Register of Members of the Company as at 6.30pm on 18 April 2017 (or, in the event of any adjournment, 8.30pm on the date which is two working days before the time of the adjourned meeting) 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.

Dialight

FORM OF PROXY

Before completing this form, please read the explanatory notes above.

Annual General Meeting ("AGM") of Dialight plc (the "Company") to be held at 2 Gresham Street, London EC2V 7QP at 11.30am on Thursday, 20 April 2017.

I/We

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 2 Gresham Street, London EC2V 7QP at 11.30am on Thursday, 20 April 2017, 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

Resolutions	For	Appoint	Withheld
1 To receive the Annual Report and Accounts for the financial year ended 31 December 2016	☐	☐	☐
2 To approve the Annual report on remuneration (other than the part containing the Directors' remuneration policy)	☐	☐	☐
3 To approve the Directors' remuneration policy	☐	☐	☐
4 To re-appoint KPMG LLP as auditor	☐	☐	☐
5 To authorise the Directors to determine the remuneration of the auditor	☐	☐	☐
6 To re-elect Wayne Edmunds as a Director of the Company	☐	☐	☐
7 To re-elect Michael Sutsko as a Director of the Company	☐	☐	☐
8 To re-elect Fariyal Khanbabi as a Director of the Company	☐	☐	☐
9 To re-elect Stephen Bird as a Director of the Company	☐	☐	☐
10 To re-elect David Blood as a Director of the Company	☐	☐	☐
11 To re-elect Martin L. Rapp as a Director of the Company	☐	☐	☐
12 To re-elect David Thomas as a Director of the Company	☐	☐	☐
13 To elect Gaelle Hotellier as a Director of the Company	☐	☐	☐
14 To authorise the Company to make political donations and incur political expenditure	☐	☐	☐
15 To renew the Directors' authority to allot shares	☐	☐	☐
16 To renew the Directors' authority to allot equity securities for cash other than on a pro-rate basis	☐	☐	☐
17 To authorise the allotment of equity, other than on a pro-rate basis in connection with an acquisition or specified capital investment	☐	☐	☐
18 To authorise own share purchases by the Company	☐	☐	☐
19 To hold a general meeting on 14 clear days' notice	☐	☐	☐

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By underground

St Paul's (Central line)

Leave the station via exit one and walk straight towards the Museum of London (along St Martin's Le Grand) and take the first street on your right.

Mansion House (District or Circle line)

Leave the station via exit four. Turn left into Cheapside and walk towards St Paul's Cathedral. Turn right into St Martin's Le Grand and walk straight towards the Museum of London (along St Martin's Le Grand) and take the first street on your right.

Barbican (Circle, Metropolitan and Hammersmith and City lines)

Turn right out of the exit onto Aldersgate Street and follow signs to St Paul's Cathedral. Go past the Museum of London and London Wall. Gresham Street is the next street on your left off St Martin's Le Grand (see map).

By bus

The closest bus stop is at St Paul's tube station (Stop SW).

Parking

The closest car park is London Wall Car Park. Visit www.cityoflondon.gov.uk/services/transport-and-streets/parking/where-to-park/car-parks for more details.

Location

Z! Investec building, 2 Gresham Street, London EC2V 7QP where the Annual General Meeting of Dialight plc will be held.

Gresham Street

Please detach and retain this section. Do not post with the form of proxy.