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.'.

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. 


              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 
(a)

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.

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 (b) 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

(MORE TO FOLLOW) Dow Jones Newswires

March 08, 2021 09:06 ET (14:06 GMT)