If two or more Brokers provide a Price Notice on the same terms (each a Tied Broker), such that there is no one Broker who has provided a Price Notice on the most favourable pricing terms to the Company, each Tied Broker will submit a revised Price Notice (each a Revised Price Notice) to the Company. The Tied Broker who submits a Revised Price Notice on the most favourable pricing terms to the Company shall be the Preferred Broker.

In the event that two or more Tied Brokers provide a Revised Price Notice on the same terms, such that there is no one Tied Broker who has provided a Revised Price Notice on the most favourable pricing terms to the Company, the Tied Broker who is first in time to submit a Revised Price Notice shall be the Preferred Broker. The Company and the Preferred Broker will (subject to no termination event occurring under the terms of the Contingent Forward Share Purchase Contract) then proceed with the relevant Share Purchase Transaction as set out below.

Notwithstanding the foregoing, a Broker will not be obliged to provide a Price Notice (or a Revised Price Notice) if it would be unable to perform its obligations in respect of a Share Purchase Transaction without being in breach of applicable law, rule or regulation.

Following the purchase of the relevant number of Cls as principal by the Preferred Broker on the FSE and the transfer of the legal title to the corresponding number of shares to the Preferred Broker from Clearstream Banking AG (the operator of the electronic clearing and settlement system for securities on the FSE which holds legal title to the shares in the capital of the Company listed on the FSE to which holders of Cls are beneficially entitled), the Preferred Broker will sell the shares to the Company for a price per share which is equal to or less than Average VWAP (as set out in more detail above) for the relevant trading period (and as part of such settlement process, the underlying Cls will be extinguished).

Each Contingent Forward Share Purchase Contract incorporates the provisions of a 2002 Master Agreement in the form published by the International Swaps and Derivatives Association, Inc. (as amended by the relevant Contingent Forward Share Purchase Contract and including certain termination events which may apply to a Share Purchase Transaction). In accordance with their terms, each of the Contingent Forward Share Purchase Contracts shall 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, but without affecting any Share Purchase Transaction which has only been partly completed on such date.

The Company will announce the details of each Share Purchase Transaction in accordance with its ongoing regulatory obligations.

The Company may either cancel any shares it purchases pursuant to the Contingent Forward Share Purchase Contracts or may transfer them into treasury (and may subsequently sell them or transfer them out of treasury in order to satisfy the Company's share incentive schemes or cancel them).

Although the Company intends to enter into the Contingent Forward Share Purchase Contracts on or about the date of the AGM on 4 May 2021 (assuming the Buyback Resolutions are passed and the relevant Broker has received any outstanding internal approvals required), the authority granted by a Buyback Resolution to enter into a Contingent Forward Share Purchase Contract will 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). The Company will continue to be able to purchase shares under any Contingent Forward Share Purchase Contract entered into before the day which is immediately prior to the next Annual General Meeting and 30 June 2022 (whichever is the earlier) and under which a Share Purchase Transaction has only been partly completed on such date.

A copy of each of the proposed Contingent Forward Share Purchase Contracts will be available for inspection at the Company's registered office at Tower Bridge House, St Katharine's Way, London E1W 1AA during usual business hours from no later than 19 April 2021 until the date of the AGM.

From the date of the 2016 Annual General Meeting of the Company to 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM), the Company has, pursuant to the shareholder authorities granted at the 2016, 2017, 2018, 2019 and 2020 Annual General Meetings of the Company, purchased 13,597,268 of its ordinary shares, 8,183,816 of which have been cancelled.

Resolution 16 - Notice period for general meetings

The Articles allow the Directors to call general meetings other than Annual General Meetings on 14 clear days' notice. However, the Companies (Shareholders' Rights) Regulations 2009 (the Regulations) require that all general meetings be held on 21 days' notice, unless Shareholders agree to a shorter notice period, and the Company has met the requirements for electronic voting under the Regulations. Resolution 16 seeks to renew the authority granted by Shareholders at last year's Annual General Meeting which preserved the Company's ability to call general meetings, other than Annual General Meetings, on 14 clear days' notice, such authority to be effective until the Company's next Annual General Meeting, when a similar resolution will be proposed. The Directors confirm that the shorter notice period would not be used as a matter of course for such meeting, but only where flexibility is merited by the business of the meeting and it is thought to be to the advantage of Shareholders as a whole. An electronic voting facility will be made available to all Shareholders for any meeting held on such notice.

Dialog Semiconductor Plc Tower Bridge House St Katharine's Way London E1W 1AA United Kingdom

www.dialog-semiconductor.com -----------------------------------------------------------------------------------------------------------------------

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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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1179727 2021-03-30

(END) Dow Jones Newswires

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