DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 09.04.2021 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

DGAP-News: Dialog Semiconductor Plc

/ Bekanntmachung der Einberufung zur Hauptversammlung

Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 09.04.2021 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

08.03.2021 / 15:05

Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

Dialog Semiconductor Plc GB-London ISIN: GB0059822006

Notice of Court Meeting
and
Notice of General Meeting

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS
OF ENGLAND AND WALES
COMPANIES COURT (ChD)

CR-2021-000231

DEPUTY ICC JUDGE AGNELLO QC

IN THE MATTER OF DIALOG SEMICONDUCTOR PLC - and - IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an Order dated 5 March 2021 made in the above matters, the Court has given permission for a meeting (the 'Court Meeting') to be convened of the Scheme Shareholders (as defined in the scheme of arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the 'Scheme of Arrangement') proposed to be made between Dialog Semiconductor Plc (the 'Company') and the Scheme Shareholders, and that such meeting shall be held at Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA on 9 April 2021 at 2.00 p.m. (London time).

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act 2006 are included in the scheme circular ('Scheme Circular') to be sent to shareholders, which incorporates this Notice. Capitalised terms not otherwise defined in this Notice have the meanings given to them in the Scheme Circular, which incorporates this Notice.

Voting on the resolution to approve the Scheme shall be by poll, which shall be conducted as the Chair of the Court Meeting may determine.

COVID-19 Restrictions

At the time of publication of this Notice, the UK Government has prohibited large public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the UK Government, and in order to protect the health and safety of the Company's shareholders and directors, we hope that shareholders will understand that Scheme Shareholders, holders of interests in Scheme Shares which are traded and settled through Clearstream ('CI Holders') and other attendees will not be permitted to attend the Court Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum.

Scheme Shareholders and CI Holders are strongly encouraged to instruct the appointment of 'the Proxy Agent for the Company' (being Martina Zawadzki, the attorney for Martina Zawadzki or such other person appointed as Proxy Agent by the Company from time to time) as proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Court Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the Court Meeting remotely via a virtual meeting platform provided by Lumi AGM UK Limited (the 'Virtual Meeting Platform'), further details of which are set out below.

This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Court Meeting will be communicated to Scheme Shareholders and CI Holders before the Court Meeting, including through the Company's website

https://www.dialog-semiconductor.com/investor-relations

and by announcement through a Regulatory Information Service.

Instructions for accessing the Virtual Meeting Platform

Scheme Shareholders and CI Holders will be given the opportunity to remotely attend, submit written questions and/or objections and vote at the Court Meeting via the Virtual Meeting Platform.

Scheme Shareholders and CI Holders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefly, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To attend remotely, submit written questions and/or vote using this method, please go to

https://web.lumiagm.com

Once you have accessed

https://web.lumiagm.com

from your web browser, you will be asked to enter the Lumi Meeting ID which is 196-498-742. You will then be prompted to enter your unique Shareholder Reference Number ('SRN') and PIN. These can be found printed on the Forms of Proxy / Instruction sent to you along with this Notice. Please note that only one person will be able to access the Virtual Meeting Platform per SRN. Access to the Court Meeting via the website will be available from 1.45 p.m. (London time) on 9 April 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Link Market Services (Frankfurt) GmbH between 9.00 a.m. and 5.00 p.m. (Frankfurt time) Monday to Friday (except public holidays in Germany) on 06196 8870 555 (from within Germany) or +49 (0) 6196 8870 555 (if calling from outside of Germany). Calls from outside Germany will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that Link Market Services (Frankfurt) GmbH cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Access to the Court Meeting will be available from 1.45 p.m. (London time) on 9 April 2021, although the voting functionality will not be enabled until the Chair of the Court Meeting declares the poll open. Scheme Shareholders and CI Holders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Dialog Directors during the course of the Court Meeting and can use the same function to submit any written objections they may have to the Scheme. The Chair of the Court Meeting will ensure that all such questions and/or any objections relating to the formal business of the Court Meeting are addressed during the Court Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair's discretion, otherwise be undesirable in the interests of the Company or the good order of the Court Meeting.

During the Court Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and/or any objections and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Court Meeting via your wireless or other internet connection. The Virtual Meeting Guide (which will be sent to shareholders along with the Scheme Circular) contains further information on remotely accessing and participating in the Court Meeting via the Virtual Meeting Platform and is available on Dialog's website at

www.dialog-semiconductor.com/acquisition

Right to and Procedure for Appointment of Proxy

Scheme Shareholders and CI Holders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting as soon as possible, using any of the methods set out below. Scheme Shareholders and CI Holders are also strongly encouraged to appoint or instruct 'the Proxy Agent for the Company' (being Martina Zawadzki, the attorney for Martina Zawadzki or such other person appointed as Proxy Agent by the Company from time to time) to effect their votes. If any other person is appointed as proxy, he or she will not be permitted to attend the Court Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the Court Meeting remotely via the Virtual Meeting Platform as described above.

The completion and return of the Blue Form of Proxy / Instruction by post, by email or by fax (or transmission of voting instructions by email) will not prevent you from remotely attending, submitting written questions and/or any objections and voting at the Court Meeting, in each case via the Virtual Meeting Platform, if you are entitled to and wish to do so.

(a)

Sending Blue Form of Proxy / Instruction by post, by email or by fax

A Blue Form of Proxy / Instruction for use in connection with the Court Meeting will be sent to shareholders with this Notice. Instructions for its use are set out on the form. It is requested that the Blue Form of Proxy / Instruction (together with any power of attorney or authority, if any, under which it is signed, or a duly certified copy thereof) be returned to: (i) by post to Dialog Semiconductor Plc, c/o Art of Conference - Martina Zawadzki, Postfach 11 06, D-71117 Grafenau, (ii) by emailing a scanned copy to:

dialog_cm_gm@art-of-conference.de

or (iii) by fax to +49 711 470 9713, so as to be received as soon as possible and ideally no later than 2.00 p.m. (London time) on 7 April 2021 (or, in the case of an adjournment of the Court Meeting, 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time of the adjourned meeting).

If the Blue Form of Proxy / Instruction for the Court Meeting is not lodged by the relevant time, it may be emailed to

dialog_cm_gm@art-of-conference.de

any time prior to the commencement of the Court Meeting.

(b)

Email instructions

As an alternative to completing and returning the printed Forms of Proxy / Instruction, CI Holders may also give instructions as to how they would like some or all of the Scheme Shares to which their CIs relate voted at the Court Meeting by email. Any such email instruction must set out the CI Holder's unique SRN, the number of Scheme Shares to which the instruction relates (failing which it will be deemed to relate to the entire holding to which the SRN relates) and the way in which such Scheme Shares are to be voted. Any such email instruction must be received at the following email address

dialog_cm_gm@art-of-conference.de

not later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the relevant meeting or any adjournment thereof. If the email instruction is not received by this time, the Blue Form of Proxy / Instruction (or an email instruction in accordance with this paragraph) may still be emailed to

dialog_cm_gm@art-of-conference.de

any time prior to the commencement of the Court Meeting or any adjournment thereof.

Scheme Shareholders and CI Holders are entitled to appoint a proxy / give a voting instruction in respect of some or all of their shares. A space has been included in the Blue Form of Proxy / Instruction to allow Scheme Shareholders and CI Holders to specify the number of shares in respect of which that proxy / instruction is given. Scheme Shareholders and CI Holders who return the Blue Form of Proxy / Instruction duly executed but which leave this space blank shall be deemed to have provided their instruction in respect of all their Scheme Shares (or, as the case may be CIs).

Scheme Shareholders and CI Holders who wish to instruct the appointment of more than one proxy in respect of their shareholding should contact Martina Zawadzki by email at

dialog_cm_gm@art-of-conference.de

for further Blue Forms of Proxy / Instruction. Such Scheme Shareholders should also read the information regarding the appointment of multiple proxies set out on the Blue Form of Proxy / Instruction.

Voting Record Time

Entitlement to attend (remotely, via the Virtual Meeting Platform) and vote (remotely, via the Virtual Meeting Platform, or by proxy / instruction) at the Court Meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members and register of CI Holders of the Company at 6.30 p.m. (London time) on the day which is two business days before the date of the Court Meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time shall be disregarded.

Joint Holders

In the case of joint holders of Scheme Shares or joint CI Holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members or of CI Holders of the Company in respect of the joint holding (the first-named being the most senior).

By the said Order, the Court has appointed Jalal Bagherli or, failing him, any other director of the Company, or, failing them, the Company Secretary, to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court.

The Scheme of Arrangement shall be subject to the subsequent sanction of the Court.

Dated 8 March 2021

LINKLATERS LLP
One Silk Street
London EC2Y 8HQ
Solicitors for the Company

Nominated Persons

Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights ('Nominated Person') may have a right, under an agreement between them and the shareholder by whom they were nominated, to be appointed (or to have someone else appointed) as a proxy for the Court Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

NOTICE OF GENERAL MEETING

DIALOG SEMICONDUCTOR PLC
(Registered in England and Wales with registered number 03505161)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company shall be held at Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA on 9 April 2021 at 2.15 p.m. (London time) (or as soon thereafter as the Court Meeting (as defined in the Scheme Circular which incorporates this Notice) has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution which shall be proposed as a special resolution:

SPECIAL RESOLUTION

THAT:

(1)

for the purpose of giving effect to the scheme of arrangement dated 8 March 2021 (the 'Scheme') between the Company and its Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the chairman thereof, in its original form or subject to any modification, addition or condition agreed by the Company and Renesas Electronic Corporation ('Renesas') and approved or imposed by the Court, the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and

(2)

with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 167:

'167 SCHEME OF ARRANGEMENT

(a)

In this Article, the 'Scheme' means the scheme of arrangement dated 8 March 2021 between the Company and its Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Renesas Electronics Corporation ('Renesas') and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this Article.

(b)

Notwithstanding any other provision of these Articles or the terms of any other resolution passed by the Company in any general meeting, if the Company issues or transfers out of treasury any Ordinary Shares (other than to Renesas or its nominee(s)) on or after the adoption of this Article and before the Scheme Record Time, such shares shall be issued or transferred subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holders of such shares shall be bound by the Scheme accordingly.

(c)

Subject to the Scheme becoming Effective, if any Ordinary Shares are issued or transferred out of treasury to any person (a 'New Member') (other than to Renesas or its nominee(s)) on or after the Scheme Record Time (the 'Post-Scheme Shares'), they shall be immediately transferred to Renesas (or as it may direct) in consideration of the payment to the New Member of an amount in cash for each Post-Scheme Share equal to the cash consideration per Scheme Share payable pursuant to the Scheme.

(d)

On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the Scheme Effective Date, the value of the cash payment per share to be paid under paragraph (c) of this Article may be adjusted by the Directors in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to Ordinary Shares shall, following such adjustment, be construed accordingly.

(e)

To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to Renesas and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in Renesas or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Renesas may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Renesas) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Renesas. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member in favour of Renesas and/or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Renesas and/or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. Renesas shall send a cheque in Euro drawn on a German / UK clearing bank in favour of the New Member for the consideration for such Post-Scheme Shares to the New Member within ten business days of the issue or transfer of the Post-Scheme Shares to the New Member.

(f)

Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Scheme Shares between the Scheme Record Time and the Effective Date.'.

By order of the Board

8 March 2021

Colin Sturt
General Counsel

Registered office
Tower Bridge House,
St Katharine's Way,
London, E1W 1AA,
United Kingdom

Notes:

The following notes explain your general rights as a shareholder and your right to attend and vote at the Dialog General Meeting or to appoint someone else to vote on your behalf.

1. COVID-19 Restrictions

The Dialog Board notes the measures issued by the UK Government in view of the ongoing COVID-19 pandemic. At the time of publication of the Scheme Circular, the UK Government has prohibited large public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the UK Government, and in order to protect the health and safety of the Company's shareholders and directors, we hope that shareholders will understand that Dialog Shareholders and other attendees will not be permitted to attend the Dialog General Meeting in person, save for the Chair and anyone else nominated by the Chair in order to establish a quorum.

Dialog Shareholders are strongly encouraged to appoint / instruct 'the Proxy Agent for the Company' to effect their votes. If any other person is appointed as proxy, he or she will not be permitted to attend the Dialog General Meeting in person, but will be able to attend, submit written questions and vote at the Dialog General Meeting remotely via a virtual meeting platform provided by Lumi AGM UK Limited (the 'Virtual Meeting Platform'), further details of which are set out below and in the Virtual Meeting Guide (which will be sent to shareholders along with the Scheme Circular).

This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. Any changes to the arrangements for the Dialog General Meeting will be communicated to Dialog Shareholders before the Dialog General Meeting, including through the Company's website

https://www.dialog-semiconductor.com/investor-relations

and by announcement through a Regulatory Information Service.

2. Instructions for accessing the Virtual Meeting Platform

Dialog Shareholders will be given the opportunity to remotely attend, submit written questions and vote at the Dialog General Meeting via the Virtual Meeting Platform.

Dialog Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To remotely attend, submit written questions and/or vote using this method, please go to

https://web.lumiagm.com

Once you have accessed

https://web.lumiagm.com

from your web browser, you will be asked to enter the Lumi Meeting ID which is 196-498-742. You will then be prompted to enter your unique Shareholder Reference Number ('SRN') and PIN. These can be found printed on the Forms of Proxy / Instruction. Please note that only one person will be able to access the Virtual Meeting Platform per SRN. Access to the Dialog General Meeting via the website will be available from 1.45 p.m. (London time) on 9 April 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Link Market Services (Frankfurt) GmbH between 9.00 a.m. and 5.00 p.m. (Frankfurt time) Monday to Friday (except public holidays in Germany) on 06196 8870 555 (from within Germany) or +49 (0) 6196 8870 555 (if calling from outside of Germany). Calls from outside Germany will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that Link Market Services (Frankfurt) GmbH cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Access to the Dialog General Meeting will be available from 1.45 p.m. on 9 April 2021, although the voting functionality will not be enabled until the Chair of the Dialog General Meeting declares the poll open. Dialog Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Dialog Directors during the course of the Dialog General Meeting. The Chair of the Dialog General Meeting will ensure that all such questions relating to the formal business of the Dialog General Meeting are addressed during the Dialog General Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair's discretion, otherwise be undesirable in the interests of the Company or the good order of the Dialog General Meeting.

During the Dialog General Meeting, you must ensure you are connected to the internet at all times in order to submit written questions and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Dialog General Meeting via your wireless or other internet connection. The Virtual Meeting Guide (which will be sent to shareholders along with the Scheme Circular) contains further information on remotely accessing and participating in the Dialog General Meeting via the Virtual Meeting Platform and is available on Dialog's website at

www.dialog-semiconductor.com/acquisition

3. Entitlement to attend and vote

Entitlement to attend (remotely, via the Virtual Meeting Platform) and vote (remotely, via the Virtual Meeting Platform, or by proxy / instruction) at the Dialog General Meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members and register of CI Holders of the Company at 6.30 p.m. (London time) on the day which is two days before the date of the Dialog General Meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time shall be disregarded.

4. Appointment of proxies

Dialog Shareholders are strongly encouraged to submit proxy appointments and instructions for the Dialog General Meeting as soon as possible, using any of the methods (by post, by email or by fax) set out below. Dialog Shareholders are also strongly encouraged to instruct the appointment of 'the Proxy Agent of the Company' as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the Dialog General Meeting in person, but will be able to attend, submit written questions vote at the Dialog General Meeting remotely via the Virtual Meeting Platform as described above.

The completion and return of the White Form of Proxy / Instruction by post, email or fax (or transmission of a voting instruction by email) will not prevent you from remotely attending, submitting written questions and voting at the Dialog General Meeting via the Virtual Meeting Platform as described above and the Virtual Meeting Guide (which will be sent to shareholders along with the Scheme Circular), if you are entitled to and wish to do so.

(a)

Sending Forms of Proxy / Instruction by post, by email or by fax

Dialog Shareholders will receive a White Form of Proxy / Instruction for the Dialog General Meeting. Please complete and sign the White Form of Proxy / Instruction in accordance with the instructions printed on them and return them to Dialog Semiconductor Plc c/o Art-of-Conference - Martina Zawadzki, either (i) by post to Postfach 11 06, D-71117 Grafenau, (ii) by emailing a scanned copy to

dialog_cm_gm@art-of-conference.de

or (iii) by fax to +49 711 470 9713, so as to be received as soon as possible and in any event not later than 2.00 p.m. (London time) on 7 April 2021 or, if the Dialog General Meeting is adjourned, not later than 48 hours (excluding any part of such 48 hours period falling on a non-working day) before the time fixed for the adjourned meeting.

If the White Form of Proxy / Instruction for the Dialog General Meeting is not lodged by the relevant time, it will be invalid.

(b)

Email instructions

As an alternative to completing and returning the printed White Form of Proxy / Instruction, Dialog Shareholders may also instruct how they would like some or all of their Dialog Shares to be voted at the Dialog General Meeting by email. Any such email instruction must set out the Dialog Shareholder's unique Shareholder Reference Number or SRN (which can be found printed on the White Form of Proxy / Instruction), the number of Dialog Shares to which the instruction relates (failing which it will be deemed to relate to the entire holding to which the SRN relates) and the way in which such Dialog Shares are to be voted. Any such email instruction must be received at the following email address

dialog_cm_gm@art-of-conference.de

not later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time fixed for the Dialog General Meeting or any adjournment thereof.

Partial and multiple voting instructions

As a Dialog Shareholder, you are entitled to appoint a proxy / give a voting instruction in respect of some or all of your shares. A space has been included in the White Form of Proxy / Instruction to allow you to specify the number of shares in respect of which that proxy / instruction is made. White Forms of Proxy / Instruction duly executed but which leave this space blank shall be deemed to have made their appointment / instruction in respect of all shares.

You may instruct the appointment of the proxy agent appointed by the Company ('Proxy Agent'). The Proxy Agent will be Martina Zawadzki, the attorney for Martina Zawadzki or such other person appointed as the Proxy Agent by the Company from time to time.

If you wish to instruct the appointment of more than one proxy in respect of your shareholding you should contact Martina Zawadzki by email at

dialog_cm_gm@art-of-conference.de

for further White Forms of Proxy / Instruction.

5. Joint Holders

In the case of joint holders of shares or joint CI Holders, the vote of the senior who tenders a vote, whether remotely or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members or of CI Holders of the Company in respect of the joint holding (the first-named being the most senior).

6. Votes to be taken by a poll and results

At the Dialog General Meeting voting on the Special Resolution will be by poll. The results of the polls will be announced through a Regulatory Information Service and published on the Company's website as soon as reasonably practicable following the conclusion of the Dialog General Meeting.

7. Nominated Persons

Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights ('Nominated Person') may have a right, under an agreement between them and the shareholder by whom they were nominated, to be appointed (or to have someone else appointed) as a proxy for the Dialog General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 4 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

8. Website providing information regarding the Dialog General Meeting

Information regarding the Dialog General Meeting, including information required by section 311A of the Act, and a copy of this Notice may be found on the Company's website at

www.dialog-semiconductor.com/acquisition

9. Issued share capital and total voting rights

As at 5 March 2021 (being the Latest Practicable Date prior to the publication of this Notice) the Company's issued share capital consisted of 71,268,687 ordinary shares of 10 pence each, carrying one vote each (excluding 5,413,452 shares held in treasury). Therefore, the total voting rights in the Company as at 5 March 2021 were 71,268,687 votes.

10. Further questions and communication

Under section 319(a) of the Companies Act 2006, any shareholder attending the Dialog General Meeting has the right to ask questions. As set out in paragraph 1 above, Dialog Shareholders will be permitted to submit written questions (via the Virtual Meeting Platform) to the Dialog Directors during the course of the Dialog General Meeting. The Chair of the Dialog General Meeting will ensure that all such questions relating to the formal business of the Dialog General Meeting are addressed during the Dialog General Meeting, unless no response is required to be provided under the Companies Act 2006 or the provision of a response would, at the Chair's discretion, otherwise be undesirable in the interests of the Company or the good order of the Dialog General Meeting.

Dialog Shareholders who have any queries about the Dialog General Meeting should contact the Shareholder Helpline operated by Link Market Services (Frankfurt) GmbH between 9.00 a.m. and 5.00 p.m. (Frankfurt time) Monday to Friday (except public holidays in Germany) on 06196 8870 555 (from within Germany) or +49 (0) 6196 8870 555 (if calling from outside of Germany). Calls from outside Germany will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that Link Market Services (Frankfurt) GmbH cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Dialog Shareholders may not use any electronic address or fax number provided in this Notice or in any related documents to communicate with the Company for any purpose other than those expressly stated. Any electronic communications, including the lodgement of any electronic proxy form, received by the Company, or its agents, that is found to contain any virus will not be accepted.

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Sprache:

Deutsch

Unternehmen:

Dialog Semiconductor Plc

Tower Bridge House / St. Katharine's Way

00000 London E1W 1AA

Großbritannien

E-Mail:

Jose.Cano@diasemi.com

Internet:

https://www.dialog-semiconductor.com/

ISIN:

GB0059822006

Ende der Mitteilung

DGAP News-Service

1173907 08.03.2021