12 August 2019

S430(2B) CA2006 Statement: Marty Rapp

The following information is provided in accordance with s430(2B) of the Companies Act 2006.

On 2 July 2019 it was announced that Marty Rapp would retire from his position as Dialight CEO with effect on 9 August 2019.

As is customary when a director / executive retires, and in accordance with Dialight’s Remuneration Policy, Marty continued to receive pay and benefits up to and including the day of his retirement, but did not receive any additional payment and will not be entitled to participate in the 2019 Annual Performance Bous Plan as he will not be in position for the entirety of 2019. However, in accordance with the rules of the Dialight Performance share Plan (PSP), Marty has been accorded ‘good leaver’ status under the PSP.

Marty currently holds two separate awards under the PSP, made in 2018 and in 2019. Under the rules of the PSP, the amount of these awards will be reduced pro rata to the proportion of each respective performance period that falls following the date of Marty’s retirement.  The pro rata reduced number of awards will vest at the end of their respective 3-year performance periods to the extent that the relevant performance criteria are met.

Following his retirement, Marty will act as a paid adviser to Dialight, focussed on mentoring the Interim CEO and on product and general strategy. Dialight’s Remuneration Committee has approved the payment to Marty of a fixed $15,000 per calendar month for the duration of his consultancy agreement.

These arrangements comply with Dialight’s 2017 Remuneration Policy.