A corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all its powers as a member provided that no more than one corporate representative exercises power over the same share/CI. Any corporate Shareholder who wishes (or who may wish) to appoint more than one corporate representative should contact Martina Zawadzki by email at dialog_agm@art-of-conference.de

or by telephone on +49 (0) 711 5087 7107.

8. Website giving information regarding the AGM

A copy of this Notice of AGM, and the other information required by section 311A of the Act, can be found at https:// www.dialog-semiconductor.com

- Company - Investor Relations - Annual General Meeting.

9. Website publication of audit concerns

Pursuant to Chapter 5 of Part 16 of the Act (sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note 10 to this Notice of AGM, the Company must publish on its website a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website: 


              it may not require the members making the request to pay any expenses incurred by the Company in 
*             complying with the request; 
              it must forward the statement to the Company's auditor no later than the time the statement is made 
*             available on the Company's website; and 
*             the statement may be dealt with as part of the business of the meeting.

The request: 


*             may be in hard copy form or by fax (see note 12 to this Notice of AGM); 
              must either set out the statement in full or, if supporting a statement sent by another member, clearly 
*             identify the statement which is being supported; 
*             must be authenticated by the person(s) making it; and 
*             must be received by the Company at least one week before the AGM.

10. Qualification criteria

In order to be able to exercise the members' right to require the Company to publish audit concerns (see note 9 to this Notice of AGM) the relevant request must be made by: 


              a member or members having a right to vote at the AGM and holding at least 5% of total voting rights of 
*             the Company; or 
*             at least 100 members having a right to vote at the AGM and holding, on average, at least GBP100 of paid up 
              share capital in the Company.

The Company wishes to extend these rights to the CI Holders, and all references in notes 9 to 11 to this Notice of AGM to a member or members should therefore be construed accordingly.

For information on voting rights, including the total number of voting rights, see note 5 to this Notice of AGM and the website referred to in note 8 to this Notice of AGM.

11. Submission of requests and authentication requirements

Where one or more members wish to request the Company to publish audit concerns (see note 9 to this Notice of AGM) such request must be made in accordance with one of the following ways: 


              a hard copy request which is signed by the relevant member(s), states their full name(s) and address(es) 
*             and is sent to Dialog Semiconductor Plc c/o Art-of-Conference Martina Zawadzki, Postfach 11 06, 71117 
              Grafenau, Germany; or 
*             a request which is signed by the relevant member(s), states their full name(s) and address(es) and is 
              sent to fax number +49 (0) 711 4709-713 marked for the attention of Martina Zawadzki.

12. Documents available for inspection

Copies of the Executive Director's service contract, Non-executive Directors' letters of appointment and each of the contingent forward share purchase contracts referred to in Resolutions 12, 13, 14 and 15 will be available for inspection during normal business hours at the Company's registered office from the date of this Notice of AGM (or in the case of the contingent forward share purchase contracts referred to in Resolutions 12, 13, 14 and 15 from no later than 19 April 2021) until the AGM's conclusion.

13. Communication

Except as provided above, Shareholders who have general queries about the AGM should contact Martina Zawadzki by email at dialog_agm@art-of-conference.de

No other methods of communication will be accepted.

You may not use any electronic address provided either: 


*             in this Notice of AGM; or 
*             in any related documents (including the Letter to Shareholders),

to communicate with the Company for any purposes other than those expressly stated.

Explanatory Notes for Resolutions to be proposed at AGM

Resolutions

Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. To pass these Resolutions more than 50% of the votes cast on each Resolution must be in favour. Resolutions 10 to 16 are proposed as special resolutions. To pass a special resolution not less than 75% of the votes cast on the Resolution must be in favour.

Resolution 1 - Receipt of Report and Accounts

The Directors must present the Company's Annual Report and Accounts for the financial year ended 31 December 2020 to the AGM. The Annual Report and Accounts for the financial year ended 31 December 2020 are also available on the Company's website: https://www.dialog-semiconductor.com

- Company - Investor Relations - Annual Reports. Please note that the Directors do not propose to declare a dividend.

Resolution 2 - Approval of Directors' Remuneration Report

In accordance with section 439 of the Act, Shareholders are required to approve a resolution on the Directors' Remuneration Report. The vote on Resolution 2 is advisory.

The Directors' Remuneration Report is set out at pages 98 and 99 and 106 to 114 of the Annual Report and Accounts for the financial year ended 31 December 2020 which is available on the Company's website: https://www.dialog-semiconductor.com

- Company - Investor Relations - Annual Reports.

Resolutions 3 and 4 - Re-appointment and remuneration of Auditor

Deloitte LLP is required by section 489(1) of the Act to retire at the AGM and seek re-appointment. The Act also requires Shareholders to determine the manner in which the Auditor is remunerated. Resolution 4 gives authority to the Directors to determine the Auditor's remuneration.

Resolutions 5, 6 and 7 - Re-appointment of Directors

Pursuant to the Articles one third of the Directors shall retire at each AGM and, in line with best practice, those Non-executive Directors who have been members of the Board for in excess of nine years are subject to annual re-election. Accordingly, each of Alan Campbell, Nicholas Jeffery and Eamonn O'Hare are retiring at the AGM and are each offering themselves for re-appointment in accordance with the Articles. Biographical details for each of them are set out below, and a separate Resolution is proposed for each reappointment. The Board has confirmed that Alan Campbell, Nicholas Jeffery and Eamonn O'Hare, who are each seeking re-appointment as an Independent Non-executive Director, continue to perform effectively and demonstrate commitment to their roles. Therefore the Board considers that each of Alan Campbell, Nicholas Jeffery and Eamonn O'Hare should be re-appointed as their wider, current and relevant business experience allows them to contribute effectively to the leadership of the Company.

Alan Campbell Independent Non-executive Director, Chair of the Audit Committee

Alan joined the Board in April 2015 and was appointed as Chair of the Audit Committee in July 2015. He brings over 30 years of relevant business and financial expertise to Dialog, having extensive experience as a Chief Financial Officer in the semiconductor industry. He began his career in 1979 with Motorola and has spent over 12 years in Europe and 20 years in the USA. In 2004 he guided Freescale through its separation from Motorola and successfully executed an initial public offering that listed the company on the New York Stock Exchange (NYSE). In 2006 he was instrumental in the execution of a Leverage Buy-Out in one of the largest technology financial transactions at that time. In 2011 he successfully led the company back to the public market to be listed on the NYSE.

External appointments:

Alan is currently Chairman of ON Semiconductor.

Nicholas Jeffery Independent Non-executive Director, Chair of the Nomination Committee and member of the Remuneration Committee

Nick joined the Board in July 2016. He has a career of over 20 years in the telecommunications industry. He held a position on the Vodafone Executive Committee from 2013 until February 2021 and was from 2016 until February 2021 the CEO of Vodafone UK Limited. He held numerous roles within Vodafone including CEO of the Group's acquired Cable and Wireless Worldwide operations from 2012 to 2013, and CEO of Vodafone Group Enterprise from 2013 to 2016. Having begun his career at Cable & Wireless plc (Mercury Communications) in 1991, he then founded and led Microfone Limited in 2001, whilst serving as Head of Worldwide Sales and Europe Managing Director at Ciena Inc. from 2002 until 2004.

External appointments:

Nick is President and CEO of Frontier Communications.

Eamonn O'Hare Independent Non-executive Director, member of the Audit Committee.

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