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)
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CR-2021-000231
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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:
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
any time prior to the commencement of the Court Meeting.
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| (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
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
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).
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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
[email protected]
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
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| (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
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| (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.
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| (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.
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| (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.
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| (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.
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| (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.
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| (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.'.
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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
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.
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| (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
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.
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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
[email protected]
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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