Notice of Annual General Meeting 2013 - Dialight

8Dialight plc Notice of Annual General Meeting 2013Explanatory notes to the notice1. Entitlement to vote: To be entitled to attend and vote at the AGM (and forthe purpose of the determination by the Company of the votes they may cast),shareholders must be registered in the Register of Members of the Companyat 6.00pm on 23 April 2013 (or, in the event of any adjournment, 6.00pm onthe date which is two days before the time of the adjourned meeting). Changesto the Register of Members after the relevant deadline shall be disregardedin determining the rights of any person to attend and vote at the AGM.2. Appointing proxies: Members are entitled to appoint a proxy to exercise allor any of their rights to attend and to speak and vote on their behalf at the AGM.A shareholder may appoint more than one proxy in relation to the AGM providedthat each proxy is appointed to exercise the rights attached to a different shareor shares held by that shareholder. A proxy need not be a shareholder of theCompany. A form of proxy which may be used to make such appointment andgive proxy instructions is sent to all shareholders. If you do not have a form ofproxy and believe that you should have one, or if you require additional forms,please contact Equiniti Limited at Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA or on 0871 384 2495 (for callers calling from the UK. Calls tothis number are charged at 8 pence per minute plus network extras. Lines open8.30am to 5.30pm, Monday to Friday) or +44 (0)121 415 7047 (for those callingfrom abroad). The return of a completed form of proxy, other such instrument orany CREST Proxy Instruction (as described in paragraph 5 below) will not preventa shareholder attending the AGM and voting in person if he/she wishes to do so.3. Deadline for appointing proxies: To be valid, any form of proxy or otherinstrument appointing a proxy must be received by post or (during normal businesshours only) by hand at Equiniti Limited, Aspect House, Spencer Road, Lancing,West Sussex BN99 6DA in each case no later than 11.30am on 23 April 2013.Shareholders who would prefer to register the appointment of their proxyelectronically via the internet can do so through the Sharevote website, www.sharevote.co.uk, using their Personal Authentication Reference Number (this isthe series of numbers printed under the headings Voting ID, Task ID andShareholder Reference Number on the form of proxy) by no later than 11.30amon 23 April 2013. Full details and instructions on these electronic proxy facilitiesare given on the website. Any electronic communication sent by a shareholder tothe Company or to the Registrar which is found to contain a computer virus willnot be accepted.4. Nominated Persons: Any person to whom this notice is sent who is a personnominated under Section 146 of the Companies Act 2006 to enjoy informationrights (“Nominated Person”) may, under an agreement between him/her andthe shareholder by whom he/she was nominated, have a right to be appointed(or to have someone else appointed) as a proxy for the AGM. If a NominatedPerson has no such proxy appointment right or does not wish to exercise it,he/she may, under any such agreement, have a right to give instructions tothe shareholder as to the exercise of voting rights. The statement of the rightsof shareholders in relation to the appointment of proxies in paragraphs 2 and 3above does not apply to Nominated Persons. The rights described in theseparagraphs can only be exercised by shareholders of the Company.5. Appointment of proxies through CREST: CREST members who wish toappoint a proxy or proxies through the CREST electronic proxy appointmentservice may do so by using the procedures described in the CREST Manual(available via www.euroclear.com/CREST). CREST Personal Members or otherCREST sponsored members, and those CREST members who have appointeda service provider(s), should refer to their CREST sponsor or voting serviceprovider(s), who will be able to take the appropriate action on their behalf.In order for a proxy appointment or instruction made using the CREST serviceto be valid, the appropriate CREST message (“CREST Proxy Instruction”) mustbe properly authenticated in accordance with Euroclear UK & Ireland Limited’sspecifications, and must contain the information required for such instruction,as described in the CREST Manual (available via www.euroclear.com/CREST).The message, regardless of whether it constitutes the appointment of a proxyor is an amendment to the instruction given to a previously appointed proxymust, in order to be valid, be transmitted so as to be received by the issuer’sagent (ID RA19) by 11.30am on 23 April 2013. For this purpose, the time ofreceipt will be taken to be the time (as determined by the time stamp appliedto the message by the CREST Application Host) from which the issuer’s agentis able to retrieve the message by enquiry to CREST in the manner prescribedby CREST. After this time any change of instructions to proxies appointed throughCREST should be communicated to the appointee through other means.CREST members and, where applicable, their CREST sponsors, or voting serviceproviders should note that Euroclear UK & Ireland Limited does not make availablespecial procedures in CREST for any particular message. Normal system timingsand limitations will, therefore, apply in relation to the input of CREST ProxyInstructions. It is the responsibility of the CREST member concerned to take(or, if the CREST member is a CREST Personal Member, or sponsored member,or has appointed a voting service provider, to procure that his CREST sponsoror voting service provider(s) take(s)) such action as shall be necessary to ensurethat a message is transmitted by means of the CREST system by any particulartime. In this connection, CREST members and, where applicable, their CRESTsponsors or voting system providers are referred, in particular, to those sectionsof the CREST Manual concerning practical limitations of the CREST systemand timings. The Company may treat as invalid a CREST Proxy Instruction inthe circumstances set out in Regulation 35(5)(a) of the Uncertificated SecuritiesRegulations 2001.6. Corporate representative: Any corporation which is a member can appointone or more corporate representatives who may exercise on its behalf all ofits powers as a member provided that they do not do so in relation to thesame shares.7. Website publication of audit concerns: Under Section 527 of the CompaniesAct 2006, members meeting the threshold requirements set out in that sectionhave the right to require the Company to publish on a website a statement settingout any matter relating to: (i) the audit of the Company’s accounts (including theAuditors’ report and the conduct of the audit) that are to be laid before the AGM;or (ii) any circumstance connected with an auditor of the Company ceasing to holdoffice since the previous meeting at which Annual Report and Accounts andreports were laid in accordance with Section 437 of the Companies Act 2006.The Company may not require the shareholders requesting any such websitepublication to pay its expenses in complying with Sections 527 or 528 of theCompanies Act 2006. Where the Company is required to place a statementon a website under Section 527 of the Companies Act 2006, it must forward thestatement to the Company’s auditor not later than the time when it makes thestatement available on the website. The business which may be dealt with atthe AGM includes any statement that the Company has been required underSection 527 of the Companies Act 2006 to publish on a website.8. Issued share capital: As at 12 March 2013 (being the last business day priorto the publication of this Notice) the Company’s issued share capital consistedof 32,150,231 ordinary shares, carrying one vote each. Therefore, the total votingrights in the Company as at 12 March 2013 were 32,150,231. As at 12 March 2013,being the latest practicable date prior to the publication of this Notice there havebeen no changes to the substantial shareholdings information disclosed by theCompany on page 35 of the Annual Report and Accounts.9. Questions at the Meeting: Any member attending the AGM has the right toask questions. The Company must cause to be answered any such questionrelating to the business being dealt with at the AGM but no such answer needbe given if: (a) to do so would interfere unduly with the preparation for the AGMor involve the disclosure of confidential information; (b) the answer has alreadybeen given on a website in the form of an answer to a question; or (c) it isundesirable in the interests of the Company or the good order of the AGMthat the question be answered.10. Withheld votes: A vote withheld is not a vote in law, which means that the votewill not be counted in the calculation of votes for or against a resolution. If youeither select the ‘Discretionary’ option or if no voting indication is given, yourproxy will vote or abstain from voting at his or her discretion. Your proxy will vote(or abstain from voting) as he or she thinks fit in relation to any other matterwhich is put before the AGM.11. Website information: A copy of this Notice, and other information required bySection 311A of the Companies Act 2006, can be found at www.dialight.com.12. Communication: You may not use any electronic address provided either in thisNotice or any related documents (including the form of proxy) to communicatewith the Company for any purposes other than those expressly stated.www.dialight.com