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) (b) 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).
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@example.com
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.
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
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
(1) 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
with effect from the passing of this resolution, the articles of association of the Company be amended by
(2) the adoption and inclusion of the following new article 167:
'167 SCHEME OF ARRANGEMENT
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
(a) 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.
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
(b) 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
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
(c) 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.
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
(d) 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.
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
(e) 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
(MORE TO FOLLOW) Dow Jones Newswires
March 08, 2021 09:06 ET (14:06 GMT)