Eine nicht bindende Übersetzung der Tagesordnung samt Beschlussvorschlägen zur Hauptversammlung,
sowie der Anmerkungen und Erläuterungen und des Geschäftsberichts finden Sie auf den Internetseiten
der Dialog Semiconductor Plc unter http://www.dialog-semiconductor.com im Bereich Investors unter
Informationen auf Deutsch.
Sample - Only use your personalised documents!
Shareholder number:
99999 999 999
Mr. Sample
As of 18 March, 2013 you were
Samplestreet
entered in the share register as
Samplecity
owning 99 shares.
Samplecountry
March 28, 2013
Dear Mr. Sample
Annual General Meeting of Dialog Semiconductor Plc on May 2, 2013
We invite you to the 2013 Annual General Meeting (AGM) of Dialog Semiconductor Plc (the Company or Dialog). The AGM will be held
on Thursday, May 2, 2013 at 9.00 a.m. BST (10.00 a.m. CEST) and will take place at Reynolds Porter Chamberlain LLP, Tower
Bridge House, St Katharine’s Way, London E1W 1AA, England.
Please find enclosed the Company's Notice of AGM and the other information and documents that you need to take part in, or to have
your voting rights exercised by third parties at, the AGM. Please read the Notice before taking a decision on how to cast your vote. This
letter is not a summary of the proposals contained in the Notice and should not be regarded as a substitute for reading the Notice.
Your vote is important to us and we ask you to exercise your voting rights. At the AGM, all resolutions will be voted on a poll. The resolu-
tions to be passed at the AGM must be approved by more than 50% of the votes cast, in relation to each ordinary resolution, or by not less
than 75% of the votes cast, in the case of each special resolution. Resolutions 1 to 15 (inclusive) will be proposed as ordinary resolutions.
Resolutions 16 and 17 will be proposed as special resolutions. In order to cast your vote you have the following options:
• Personal attendance at the AGM
We would be pleased to welcome you to the AGM to exercise your voting rights in person (see section 1 of the Reply Form).
• Appointment of a proxy
Authorisation of either the Proxy Agent appointed by the Company or a person of your choice to exercise your voting rights on your
behalf (see section 2 of the Reply Form).
Please return your request for an Admission Card or your Proxy Appointment so as to be received by April 30, 2013, 8.00 a.m. BST / 9.00
a.m. CEST, and please read the enclosed Important Notes before completing your instructions.
We hope that you will be able to participate in our Annual General Meeting in May.
The Directors consider all of the proposed resolutions to be in the best interests of the Company and its shareholders as a whole.
Accordingly, your Directors unanimously recommend that you vote in favour of the resolutions.
Notice is hereby given that the Company's 2012 Annual Report and Accounts is available on the Company's website,
http://www.dialog-semiconductor.com, and can be downloaded from our "Investors" page, under the heading "Reports and Filings".
If you have not agreed, or in accordance with the provisions of the Companies Act 2006 are not deemed to have agreed, to the
Company sending or supplying documents and information to you via our website, then a hard copy of the Annual Report and Accounts
in English will accompany this letter and Notice of AGM (a German version of the Annual Report and Accounts can be downloaded from
our website). If you have agreed, or are deemed to have agreed, to the Company sending or supplying documents and information to you
via our website, a hard copy of the Annual Report and Accounts will not accompany this letter and Notice of AGM but if you would like to
request a hard copy and/or in the future would prefer to receive paper copies of shareholder documentation, you can do so by contacting
registrar services GmbH, Frankfurter Straße 84-90a, 65760 Eschborn, Germany (Attention: Matthias Willutzki).
Yours sincerely
Dr. Jalal Bagherli
CEO, Dialog Semiconductor Plc
Registered Office: Chief Executive Officer: Address: Bank Account
Tower Bridge House Jalal Bagherli Dialog Semiconductor Plc Deutsche Bank AG
St Katharine’s Way Neue Straße 95 Filiale Esslingen
London E1W 1AA D-73230 Kirchheim unter Teck-Nabern Bank Code 611 700 76
United Kingdom Telefon +49 (70 21) 805-0 Account-No. 072557200
Registration No: 3505161 Telefax +49 (70 21) 805-100 Swift Code: DEUTDESS611
VAT-ID-No.: GB 718 2789 03
DIALOG SEMICONDUCTOR PLC AGM ON MAY 2, 2013 – IMPORTANT NOTES FOR AGM
REGISTRATION, PROXY APPOINTMENT AND VOTING INSTRUCTIONS
These Important Notes accompany, and should be read in conjunction with, the Notice of AGM and Letter to Shareholders
dated March 28, 2013.
1. To be valid for the AGM your request for an Admission Card or Proxy Appointment and, as the case may be, your voting
instructions must be completed, signed and received in hard copy, by fax or by email by:
Dialog Semiconductor Plc
c/o Art-of-Conference - Martina Zawadzki
Böblinger Str. 26
70178 Stuttgart, Germany
Fax: +49 (0) 711 4709-713
Email:
[email protected] no later than 8.00 a.m. BST/9.00 a.m. CEST on April 30, 2013.
If your request for an Admission Card reaches us later than April 25, 2013, rather than despatch it to you we will deposit
your Admission Card at the Shareholders' check-in counter where you may pick it up on the day of the AGM.
2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a
proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
3. As a holder of shares in the Company you are entitled to appoint one or more proxies to attend, speak and vote at a general
meeting of the Company. You can only appoint a proxy using the procedures set out in these Notes.
4. A proxy does not need to hold shares in the Company but must attend the meeting to represent you. You may appoint the
Proxy Agent appointed by the Company to represent you by marking the box at 2a under the heading "Proxy Appointment"
in section 2 of the Reply Form. The Proxy Agent shall be Martina Zawadzki, the attorney for Martina Zawadzki or such
other person appointed as Proxy Agent by the Company from time to time. To appoint as your proxy a person other than
the Company's Proxy Agent, mark and complete the detail at box 2b in the Reply Form. If you sign and return the voting
instructions with no name inserted for your proxy, the Proxy Agent will be deemed to be your proxy. Where you appoint as
your proxy someone other than the Proxy Agent, you are responsible for ensuring that they attend the meeting and are
aware of your voting intentions. If you sign and return the voting instructions without indicating (under the heading "Proxy
Appointment" in section 2 of the Reply Form) the number of shares to which your proxy appointment relates, your proxy
will be deemed to have been appointed for all of your shares.
5. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one
proxy please contact Martina Zawadzki by email at [email protected] or by telephone on +49 (0) 711 4709-605.
6. To direct your proxy how to vote on the resolutions mark the appropriate box with an »X«. To abstain from voting on a
particular resolution, select the relevant "vote withheld" box. A “vote withheld” is not a vote in law which means that the vote
will not be counted in the calculation of the proportion of the votes "for" and "against" the resolution. If you have appointed
someone other than the Company's Proxy Agent as your proxy and no voting indication is given, your proxy will vote or
abstain from voting at his or her discretion and will vote (or abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the meeting. If you have appointed the Company's Proxy Agent as your proxy and
no voting indication is given, your vote will not be cast.
7. In the case of a company, the proxy appointment at section 2 in the Reply Form must be executed under the company's
common seal or signed on its behalf by an officer of the company or an attorney for the company.
8. Any power of attorney or any other authority under which the proxy appointment at section 2 in the Reply Form is signed
(or a duly certified copy of such power or authority) must be included with the proxy appointment.
9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the relevant Register of Members in respect of the joint holding (the first-named being the most senior).
10. If you submit more than one valid proxy appointment to exercise the rights attached to the same shares, the appointment
received last before the latest time for the receipt of proxies will take precedence.
11. You may not use any electronic address provided in the Reply Form or these Notes to communicate with the Company for
any purposes other than those expressly stated.
Dialog Semiconductor Plc GB0059822006 Mr. Sample
Date of Shareholders' Meeting: May 2, 2013 Samplestreet
Number of shares: 99 Samplecity
Shareholder number: 99999 999 999 Samplecountry
1. REQUEST FOR AN ADMISSION CARD
Reply form
If you wish to attend the AGM in person, please insert an »X« in the box below and sign where indicated.
Request for an Admission Card for Shareholder(s) of Record
I / We will personally attend the Annual General Meeting. Please issue one Admission Card in my name/in each
of our names.
Signature (Shareholder of Record) Signature (Shareholder of Record, also listed) Place / date
2. APPOINTMENT OF PROXY AND VOTING INSTRUCTIONS
If you wish to appoint a proxy for the AGM, please complete the sections below, sign where indicated at the end of the vot-
ing instructions and return it to us in the enclosed envelope, by fax or by email (see Important Notes 1 and 2).
PROXY APPOINTMENT
Please complete reply form, detach along the perforation and return in full.
I/We appoint the following person as my/our proxy to attend, speak and vote all my/our/ ___________ (number of) shares on
my/our behalf at the AGM of the Company to be held at 9.00 a.m. BST (10.00 a.m. CEST) on May 2, 2013 and any adjourn-
ment thereof (see Important Notes 3 and 4). Please indicate your selection with an »X« in the appropriate box.
2a Proxy Agent for the Company (Martina Zawadzki)
The Company has appointed a Proxy Agent who may exercise your voting rights on your behalf in accordance with
your voting instructions (see Important Note 4). If you appoint the Proxy Agent as your proxy, you must include voting
instructions. Without giving voting instructions your vote will not be cast.
OR
2b The following person
If you are appointing someone other than the Company's Proxy Agent as your proxy, please enquire before completing
this section as to whether or not the person in question is willing to accept such an appointment, then complete the
details below. An Admission Card for the AGM will be sent to your proxy at this address.
Last Name First Name
Address
Postal code City / town Country
VOTING INSTRUCTIONS
I/We hereby direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box
with an »X«. If no indication is given and I/we have appointed someone other than the Company's Proxy Agent as my/our
proxy, I/we hereby authorise my/our proxy to vote (or abstain from voting) at his/her discretion and I/we authorise my/our
proxy to vote (or abstain from voting) as he/she sees fit in relation to any other matter put before the meeting. If no indication
is given and I/we have appointed the Company's Proxy Agent as my/our proxy, my/our vote will not be cast. (See Important
Note 6).
please turn over
99999999999999999
Dialog Semiconductor Plc GB0059822006 Mr. Sample
Date of Shareholders' Meeting: May 2, 2013 Samplestreet
Number of shares: 99 Samplecity
Shareholder number: 99999 999 999 Samplecountry
I/We agree to all the proposed resolutions of Dialog Semiconductor Plc set out in the Notice of Annual
Reply form
General Meeting
If you mark this field, please sign where indicated below but do not mark any further fields
OR
I/We hereby give the following voting instructions:
Please mark the respective field with an »X«. Please mark only one field per line and sign where indicated below
Vote For Vote Against Vote Withheld
Resolution 1
Receipt of the Company's Report and Accounts
Resolution 2
Directors' Remuneration Report
Resolution 3
Re-appointment of Ernst & Young LLP as Auditors of the Company
Resolution 4
Authority to agree the Auditors' remuneration
Resolution 5
Re-appointment of Jalal Bagherli as a Director of the Company
Resolution 6
Re-appointment of Chris Burke as a Director of the Company
Resolution 7
Re-appointment of Peter Weber as a Director of the Company
Resolution 8
Re-appointment of John McMonigall as a Director of the Company
Resolution 9
Appointment of Michael Cannon as a Director of the Company
Resolution 10
Appointment of Richard Beyer as a Director of the Company
Resolution 11
Authority to allot shares
Resolution 12
Additional authority to allot shares in connection with a rights issue
Resolution 13
Dialog Semiconductor Plc Employee Share Plan 2013
Resolution 14
Dialog Semiconductor Plc HMRC approved Share Option Plan
Resolution 15
Remuneration of Non-executive Directors
Resolution 16
Disapplication of pre-emption rights
Resolution 17
Notice period for general meetings
99999999999999999
Signature (Shareholder of Record) Signature (Shareholder of Record, also listed) Place / date
Phone number (Please state your phone number in case of questions)