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. -----------------------------------------------------------------------------------------------------------------------

2021-03-08 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap.de ----------------------------------------------------------------------------------------------------------------------- 


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 
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1173907 2021-03-08

(END) Dow Jones Newswires

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