DIALIGHT PLC

Proxy Solicitation & Information Statement • Aug 19, 2024

ATTENDANCE CARD

Dialight plc (the 'Company') Annual General Meeting ('AGM') to be held at 30 Gresham Street, London, EC2V 7QP on Monday 23 September 2024 at 09.30am.

Shareholder Reference Number

If you are attending the AGM, please bring this card with you.

NOTICE OF AVAILABILITY – Important: please read carefully. You can now access the Annual Report and Accounts 2024 and Notice of Annual General Meeting 2024 ('Notice of AGM') at www.dialight.com. You can submit your proxy online at www.sharevote.co.uk using the details on the form of proxy below.

FORM OF PROXY

	Task ID		Shareholder Reference Number
You can submit your proxy electronically, using the above details, at www.sharevote.co.uk. I / We the undersigned, being a member / members of Dialight plc (the 'Company') hereby appoint the Chairman of the AGM or:as my / our proxy to	Name of proxy		Number of shares (if not full voting entitlement) (See Notice of AGM)
exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Monday 23 September 2024 at 09.30am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.
Please mark this box to indicate if this proxy appointment is one of multiple appointments being made. This form of proxy should not be regarded as a substitute for reading the Notice of AGM. You should read the Notice of AGM before taking any decisions in relation to the
business to be considered at the AGM.
Please indicate your vote by marking the appropriate boxes in black or blue ink like this	x		Against Withheld
1. To receive the Annual Report and Accounts for the reporting period ended 31 March 2024. 2. To approve the report on remuneration (save for the Directors' Remuneration Policy) set out in the Annual Report and Accounts 2024. 3. To approve the Directors' Remuneration Policy set out in the Annual Report and Accounts 2024. 4. To approve (a) the Dialight plc 2024 Value Creation Plan and related matters and (b) consequential amendments to the Dialight plc 2014 performance share plan and the Dialight plc 2023 restricted share plan. 5. To re-appoint Grant Thornton UK LLP as auditor. 6. To authorise the Directors to determine the auditor's remuneration. 7. To elect John Lincoln as a Director.	For Against Withheld For 11. To re-elect Neil Johnson as a Director. 12. To re-elect Nigel Lingwood as a Director. 13. To authorise the Company and its subsidiaries to make political donations and incur political expenditure not exceeding £10,000 in total. 14. To authorise the Directors to allot shares in the Company pursuant to Section 551 of the Companies Act 2006. Special resolutions 15. To authorise the Directors to disapply pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006. 16. To authorise the Directors to disapply pre-emption rights for acquisitions or specified capital investments. 17. To authorise the Company to make market purchases of ordinary shares pursuant to Section 701 of the Companies Act 2006.

Please mark this box if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments, change of address or

other queries. Please send separate instruction. Signature Date

ATTENDING VIRTUALLY NOTES FOR COMPLETION OF FORM OF PROXY

• Details on how to attend the meeting virtually are included in the Notice of AGM. 1. The Notice of AGM provides further guidance on completion of the form of proxy.
• NOTES FOR COMPLETION OF FORM OF PROXY 1. The Notice of AGM provides further guidance on completion of the form of proxy. 2. Shareholders are entitled to appoint another person to attend the AGM and vote on their behalf using the form of proxy. The proxy need not be a shareholder. You may still attend the AGM in person or virtually and vote even if you return the form of proxy. If you wish to appoint 2. Shareholders are entitled to appoint another person to attend the AGM and vote on their behalf using the form of proxy. The proxy need not be a shareholder. You may still attend the AGM and vote even if you return the form of proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
• more than one proxy, please refer to the detailed instructions in the Notice of AGM. 3. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution. 3. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
• 1. In order to be valid, this form of proxy must be received by Equiniti by no later than 4.30pm on Friday 12 May 2023. 4. In order to be valid, this form of proxy must be received by Equiniti by no later than 9.30am on Thursday 19 September 2024.
• 1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the voting ID, Task ID and Shareholder Reference Number shown on the form of proxy. 6. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM. 5. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the form of proxy.
• 1. We will conduct the AGM as a 'hybrid' meeting, as permitted by our Articles of Association adopted at our 2020 AGM. If you wish to attend the meeting remotely via an electronic platform, please see the enclosed Notice of Meeting for details on how to do this. 6. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.

NOTES NOTES

• Any further updates will be announced via a Regulatory Information Service and on the Company's website at www.dialight.com – Cameras, recording equipment and other items which might interfere • Any further updates will be announced via a Regulatory Information Service and on the Company's website at www.dialight.com
• with the good order of the AGM will not be permitted. • Cameras, recording equipment and other items which might interfere with the good order of the AGM will not be permitted.

ATTENDING

BY RAIL

ATTENDING IN PERSON

Nearest station is Liverpool Street. Approximately 10-15 minutes' walk BY RAIL Nearest station is Moorgate Station. Approximately 10 minutes' walk from venue.

23745_Proxy 2023 – Dialight.indd 2 06/04/2023 14:51

from venue and taxis are available outside the station. BY BUS

BY BUS Bus route 242 goes past the venue. Many bus routes go to Liverpool Many bus routes go to Bank Station and Moorgate Station.

Street Station. UNDERGROUND

UNDERGROUND Nearest stations are Liverpool Street (Circle, Hammersmith & City, Metropolitan lines), Whitechapel and Aldgate East (Hammersmith & City and District lines). Approximately 5-10 minutes' walk from venue. Nearest stations are St Paul's Station (Central line), Bank Station (Waterloo & City, Central and Northern lines), Mansion House (Circle and District lines) and Moorgate Station (Hammersmith & City, Circle, Metropolitan and Northern lines). Approximately 5-10 minutes' walk from venue.

Business Reply Plus Licence Number RTAK-JKSY-XSSH

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Equiniti Aspect House Spencer Road LANCING BN99 8DW