DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 04.05.2021 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of Dialog Semiconductor Plc (the Company or Dialog) will be held at Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London E1W 1AA on Tuesday 4 May 2021 at 2pm BST (3pm CEST) for the purpose of transacting the following business:

To consider and, if thought fit, to pass the following Resolutions of which Resolutions 1 to 9 (inclusive) will be proposed as ordinary resolutions and Resolutions 10 to 16 (inclusive) will be proposed as special resolutions:

RESOLUTION 1 - Receipt of the Company's Report and Accounts

THAT the Annual Report and Accounts for the financial year ended 31 December 2020 be and are hereby received.

RESOLUTION 2 - Approval of Directors' Remuneration Report

THAT the Directors' Remuneration Report, set out at pages 98 to 99 and 106 to 114 of the Annual Report and Accounts for the financial year ended 31 December 2020, be and is hereby approved.

RESOLUTION 3 - Re-appointment of Deloitte LLP as Auditor of the Company

THAT Deloitte LLP be and is hereby re-appointed as Auditor of the Company.

RESOLUTION 4 - Authority to agree the Auditor's remuneration

THAT the Directors be and are hereby authorised to agree the remuneration of the Auditor.

RESOLUTION 5 - Re-appointment of Alan Campbell as a Director of the Company

THAT Alan Campbell be and is hereby re-appointed as a Director of the Company.

RESOLUTION 6 - Re-appointment of Nicholas Jeffery as a Director of the Company

THAT Nicholas Jeffery be and is hereby re-appointed as a Director of the Company.

RESOLUTION 7 - Re-appointment of Eamonn O'Hare as a Director of the Company

THAT Eamonn O'Hare be and is hereby re-appointed as a Director of the Company.

RESOLUTION 8 - Directors' authority to allot shares

THAT the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company up to an aggregate nominal amount of £2,375,623 provided that this authority shall (unless previously renewed, varied or revoked) expire at the earlier of 15 months from the date of this Resolution and the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution save that the Company may before such expiry make any offers or agreements which would or might require shares in the Company to be allotted or rights to subscribe for or to convert any securities into shares in the Company to be granted after such expiry and the Directors may allot shares and grant rights to subscribe for or to convert any securities into shares in the Company pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired.

RESOLUTION 9 - Additional authority to allot shares in connection with a rights issue

THAT, in addition to Resolution 8, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount (when added to any allotments made under Resolution 8) of £4,751,246 provided that this authority shall (unless previously renewed, varied or revoked) expire at the earlier of 15 months from the date of this Resolution and the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution save that the Company may before such expiry make any offers or agreements which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired.

RESOLUTION 10 - Disapplication of pre-emption rights

THAT, subject to and conditional upon Resolution 8 and/or, as the case may be, Resolution 9 being passed, the Directors be and are hereby empowered to allot equity securities (as defined in section 560 of the Act) for cash under the authority conferred by Resolutions 8 and/or 9 (as applicable) and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority shall be limited to:

The authority granted by this Resolution will expire at the conclusion of the Company's next Annual General Meeting after the passing of this Resolution or, if earlier, 15 months from the date of this Resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired.

RESOLUTION 11 - Additional disapplication of preemption rights

THAT, subject to and conditional upon Resolution 8 and/or, as the case may be, Resolution 9 being passed, the Directors be and are hereby empowered, in addition to any authority granted under Resolution 10, to allot equity securities (as defined in section 560 of the Act) for cash under the authority conferred by Resolutions 8 and/or 9 (as applicable) and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment, provided that this power shall be:

The authority granted by this Resolution will expire at the conclusion of the Company's next Annual General Meeting after the passing of this Resolution or, if earlier, 15 months from the date of this Resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to any such offer or agreement as if the authority conferred by this Resolution had not expired.

RESOLUTION 12 - Authority to enter into contingent forward share purchase contract with Barclays Bank PLC

THAT, in accordance with section 694 of the Act and conditional on the passing of at least one of Resolutions 13, 14 and 15, the terms of a proposed contingent forward share purchase contract to be entered into between the Company and Barclays Bank PLC (Barclays) 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 Barclays Agreement) be and are hereby approved and the Company be and is hereby authorised to enter into the Barclays Agreement.

The maximum aggregate number of shares which may be purchased under the Barclays Agreement and such other contingent forward share purchase contracts which may be approved pursuant to Resolutions 13 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 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:

- 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

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

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 £7,126,869. 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

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

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

- 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:

The request:

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:

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:

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

No other methods of communication will be accepted.

You may not use any electronic address provided either:

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:

- 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:

- 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.

Eamonn joined the Board in March 2014. He was appointed as Chair of the Audit Committee in December 2014 and was replaced by Alan Campbell in July 2015. Eamonn has spent over two decades as CFO of some of the world's fastest-growing consumer and technology businesses. From 2009 to 2013, he was CFO and main board member of the UK's leading entertainment and communications business, Virgin Media Inc. and led its successful sale to Liberty Global Inc. in 2013. From 2005 to 2009, he served as CFO of the UK operations of Tesco plc. Before joining Tesco he was CFO and Board Director at Energis Communications and led the successful turnaround of this high profile UK telecoms company. Prior to this Eamonn spent ten years at PepsiCo Inc. in a series of senior executive roles in Europe, Asia and the Middle East. Eamonn spent the early part of his career in the aerospace industry with companies that included Rolls-Royce PLC and BAE Systems PLC.

External appointments:

Eamonn is the Founder, Chairman and CEO of Zegona Communications Plc and a director of Euskaltel, S. A.

Resolution 8 - Directors' authority to allot shares

The purpose of Resolution 8 is to renew the Directors' authority to issue shares until the conclusion of the next Annual General Meeting up to an aggregate nominal value of £2,375,623 equating to 23,756,229 shares.

The nominal amount of relevant securities to which this authority will relate represents approximately one third of the issued share capital of the Company of 71,268,687 shares (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM). As at 18 March 2021, the Company held 5,413,452 ordinary shares in treasury.

Resolution 9 - Additional authority to allot shares in connection with a rights issue

UK investor guidelines (the Investment Association Share Capital Management Guidelines) make it acceptable to give authority to the Directors to issue up to a further third of the issued share capital (over and above the authority granted under Resolution 8) provided it is only applied on the basis of a rights issue. If any of the additional authority in Resolution 9 is used, all the Directors of the Company wishing to remain in the office shall stand for re-election at the next Annual General Meeting of the Company.

Resolutions 10 and 11 - Disapplication of pre-emption rights

If the Directors wish to issue shares or sell treasury shares for cash they have to abide by the statutory pre-emption rights in the Act. This means that, subject to limited exceptions (including shares allotted under the Company's share and incentive schemes, which are themselves subject to limits), the Directors have to offer any shares they want to issue or treasury shares they want to sell for cash to existing Shareholders first.

Resolution 10 seeks to give the Directors authority to disapply the statutory pre-emption rights where (i) the share issue relates to a pre-emptive issue (in which case all holders of ordinary shares would be made an offer to participate anyway); or (ii) where the allotment or transfer or sale of treasury shares for cash is limited to equity securities having a maximum aggregate nominal value of £356,343 equating to 3,563,434 shares which is equivalent to approximately 5% of the Company's issued share capital of 71,268,687 shares (excluding treasury shares), as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

Resolution 11 will empower the Directors, in addition to the authority set out in Resolution 10, to allot ordinary shares in the capital of the Company for cash or sell treasury shares for cash (other than pursuant to an employee equity incentive share scheme) on a non pre-emptive basis provided that the power shall be (i) limited to allotments or sales of up to a maximum nominal value of £356,343 (equivalent to approximately 5% of the Company's issued share capital (excluding treasury shares) as at 18 March 2021); and (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying pre-emption rights most recently published by the Pre-Emption Group prior to the date of this Notice of AGM. Resolutions 10 and 11 are in line with the template resolutions published by the Pre-Emption Group in May 2016.

The Directors do not have any present intention of exercising the authority granted by Resolutions 10 and 11 and do not intend to issue more than 7.5% of the issued share capital of the Company (excluding treasury shares) on a (non-exempt) non pre-emptive basis, save as permitted in connection with an acquisition or specified capital investment as described above, in any rolling three-year period without prior consultation with Shareholders.

Resolutions 12, 13, 14 and 15 - Contingent forward share purchase contracts or off-market purchases of own shares

If passed, Resolutions 12, 13, 14 and 15 (each a Buyback Resolution and together the Buyback Resolutions), give authority for the Company to enter into a contingent forward share purchase contract (each a Contingent Forward Share Purchase Contract and together the Contingent Forward Share Purchase Contracts) with each of Barclays, Goldman Sachs, HSBC and Merrill Lynch (each a Broker and together the Brokers) to purchase from one or more of such Brokers, in aggregate, up to 10,690,303 of its ordinary shares, representing approximately 15% of the Company's issued ordinary share capital (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

The Company intends that it will only purchase shares under any Contingent Forward Share Purchase Contract in the event that the recommended offer from Renesas Electronics Corporation as announced on 8 February 2021 does not proceed for any reason.

The purpose of the Contingent Forward Share Purchase Contracts is to permit the Company to make off-market purchases of the Company's ordinary shares as a method of returning surplus cash to Shareholders. Any such purchases will be made out of the Company's distributable profits. The Directors will only exercise the Company's rights under the Contingent Forward Share Purchase Contracts if they believe at that time that purchases pursuant to such contracts would be in the best interests of the Shareholders generally and could result in an increase in earnings per ordinary share. The price per share to be paid by the Company to any Broker would be equal to or less than the Average VWAP (as defined below) for the relevant trading period.

The Company may not make market purchases of its shares authorised in accordance with section 701 of the Act because the Frankfurt Stock Exchange (FSE) is not a recognised investment exchange for the purpose of section 693 of the Act.

Therefore, if the Company wishes to make a purchase of its shares it must do so in accordance with the provisions for 'off-market' purchases of shares set out in the Act. Under sections 693 and 694 of the Act, the Company is not permitted to make off-market purchases of its shares unless it obtains advance Shareholder approval of the terms of the contract pursuant to which it is to purchase its own shares. Such contract may be (as is proposed here) a contingent purchase contract under which, subject to conditions, the Company may become entitled or obliged to purchase shares.

The Buyback Resolutions, which are proposed as special resolutions, therefore seek the approval of the terms of the Contingent Forward Share Purchase Contracts to be entered into with Barclays, Goldman Sachs, HSBC and Merrill Lynch.

Interests in the Company's shares (CIs) (rather than shares) are traded and settled on the FSE. Although the Cls are generally referred to as shares, in this Explanatory Note the distinction is made between the shares in the capital of the Company and Cls where relevant.

If the Company wishes to exercise its rights to purchase shares pursuant to any of the Contingent Forward Share Purchase Contracts (a Share Purchase Transaction), the Company must give notice in writing (a Transaction Notice) to each of the Brokers, specifying the terms on which the Company is willing to purchase shares for that Share Purchase Transaction, including the minimum and maximum total cost of the shares to be purchased from the Broker by the Company, the earliest and latest dates on which the Broker can as principal purchase Cls on the FSE and whether the price per share to be paid by the Company to the Broker will be either:

In the Transaction Notice, the specified maximum total cost of the shares to be purchased from the Broker by the Company in any one Share Purchase Transaction will be no more than €225 million or USD275 million.

Upon receipt of the Transaction Notice from the Company, each Broker will provide the Company with the following information in writing in relation to the price (the Price Notice):

following which the Company will inform the Brokers which Broker has provided a Price Notice on the most favourable pricing terms to the Company (the Preferred Broker).

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