The authority conferred by this Resolution to enter into the Barclays Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2022, whichever is the earlier.

RESOLUTION 13 - Authority to enter into contingent forward share purchase contract with Goldman Sachs International

THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 12, 14 and 15, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and Goldman Sachs International (Goldman Sachs) for the purchase by the Company of up to 10,690,303 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the Goldman Sachs Agreement) be and are hereby approved and the Company be and is hereby authorised to enter into the Goldman Sachs Agreement.

The maximum aggregate number of shares which may be purchased under the Goldman Sachs Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 12 and/or 14 and/or 15 is 10,690,303, representing approximately 15% of the issued ordinary share capital of the Company (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

The authority conferred by this Resolution to enter into the Goldman Sachs Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2022, whichever is the earlier.

RESOLUTION 14 - Authority to enter into contingent forward share purchase contract with HSBC Bank plc

THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 12, 13 and 15, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and HSBC Bank plc (HSBC) for the purchase by the Company of up to 10,690,303 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the HSBC Agreement) be and are hereby approved and the Company be and is hereby authorised to enter into the HSBC Agreement.

The maximum aggregate number of shares which may be purchased under the HSBC Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 12 and/or 13 and/or 15 is 10,690,303, representing approximately 15% of the issued ordinary share capital of the Company (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

The authority conferred by this Resolution to enter into the HSBC Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2022, whichever is the earlier.

RESOLUTION 15 - Authority to enter into contingent forward share purchase contract with Merrill Lynch International

THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 12, 13 and 14, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and Merrill Lynch International (Merrill Lynch) for the purchase by the Company of up to 10,690,303 ordinary shares of 10 pence each in the capital of the Company (in the form produced to the AGM and initialled by the Chairman for the purpose of identification) (the Merrill Lynch Agreement) be and are hereby approved and the Company be and is hereby authorised to enter into the Merrill Lynch Agreement. The maximum aggregate number of shares which may be purchased under the Merrill Lynch Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 12 and/or 13 and/or 14 is 10,690,303, representing approximately 15% of the issued ordinary share capital of the Company (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

The authority conferred by this Resolution to enter into the Merrill Lynch Agreement shall (unless previously renewed, varied or revoked) expire on the day which is immediately prior to the next Annual General Meeting of the Company or on 30 June 2022, whichever is the earlier.

RESOLUTION 16 - Notice period for general meetings

That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Tim Anderson Company Secretary Dialog Semiconductor Plc Tower Bridge House St Katharine's Way London E1W 1AA

30 March 2021

Registered in England and Wales No. 3505161

Notes to Notice of AGM

1. Documents provided

This notice of the AGM (Notice of AGM) is being sent to all members and all CI Holders as defined in the Articles (the CI Holders together with the members, the Shareholders).

A separate letter from the CEO of the Company (the Letter to Shareholders) incorporating further details of how Shareholders may vote at the AGM and important notes for proxy appointment and voting instructions (Important Notes) is available on the Company's website: https://www.dialog-semiconductor.com

- Company - Investor Relations - Annual General Meeting and is included with the Notice of AGM sent to Shareholders.

2. Entitlement to attend and vote

Due to attendance restrictions at this year's AGM, the meeting will be held as a 'closed meeting' with the minimum number of attendees present to form a quorum. Although Shareholders cannot attend the AGM, they can exercise their voting rights by submitting proxy votes in advance of the AGM (see note 3 to this Notice of AGM).

In addition, Shareholders can listen to the AGM proceedings and ask questions on the business of the AGM by email at the AGM, by registering at https://webcast.openbriefing. com/dialog-agm2021/

and entering their shareholder or CI Holder reference number.

The Company, pursuant to the Articles, specifies that only those Shareholders entered in the register of members of the Company or the CI Register (as defined in the Articles) (together the Registers of Members) at 2pm BST (3pm CEST) on 30 April 2021, or if this meeting is adjourned, in the appropriate Registers of Members 48 hours before the time of any adjourned meeting, shall be entitled to vote at the AGM in respect of the number of shares (or in the case of CI Holders, interests in shares) registered in their name at that time. Changes to the entries in the Registers of Members after 2pm BST (3pm CEST) on 30 April 2021, or if this meeting is adjourned, in the Registers of Members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to vote at the meeting.

3. Proxies

Shareholders may appoint the Company's Proxy Agent to exercise all or any of their rights vote at the AGM. A Shareholder may only appoint a proxy by following the procedure described at section 1 ('Appointment of Proxy and Voting Instructions') in the reply form attached to the Letter to Shareholders (the Reply Form). A proxy appointment must be received no later than 2pm BST (3pm CEST) on 30 April 2021. Further details in relation to the appointment of proxies are given in the Reply Form and Important Notes.

Due to the attendance restrictions at this year's AGM, Shareholders are not permitted to appoint someone other than the Company's Proxy Agent as a proxy.

4. Questions at the AGM

For this year's AGM, Shareholders will be able to ask questions on the business of the AGM in advance by e-mailing dialog_agm@art_of_conference.de. Questions must be received by no later than 9am BST/10am CEST on 20 April 2021. Please take care to include your name and shareholder or CI Holder reference number with your question. The Company will consider all questions received from verified Shareholders and responses to frequently asked questions across key themes relevant to the business of the meeting will be posted on the Company's website prior to the deadline for the receipt of Proxy Appointments.

As referred to in note 2 to this Notice of AGM, Shareholders will also be able to listen to the AGM proceedings and ask questions on the business of the AGM by email at the AGM itself, by registering at https://webcast.openbriefing. com/dialog-agm2021/

and entering their shareholder or CI Holder reference number.

5. Number of issued shares and total voting rights

As at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM) the Company's issued share capital (excluding treasury shares) comprised 71,268,687 ordinary shares of 10 pence each carrying one vote each and having an aggregate nominal value of GBP7,126,869. Therefore the total voting rights in the Company as at 18 March 2021 are 71,268,687.

6. Nominated persons

Any person to whom this Notice of AGM is sent who is a person nominated under section 146 of the Act to enjoy information rights (a 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 AGM. 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 note 3 to this Notice of AGM does not apply to Nominated Persons. The rights described in that note can only be exercised by Shareholders.

7. Corporate representatives

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March 30, 2021 09:06 ET (13:06 GMT)