DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung -3-

DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 05.05.2010 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

Bekanntmachung der Einberufung zur Hauptversammlung Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 05.05.2010 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 12.04.2010 16:40 Dialog Semiconductor Plc GB-London Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of Dialog Semiconductor Plc (the Company) will be held at Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London E1W 1AA on May 5, 2010 at 9.00 a.m. (BST) for the purpose of transacting the following business: To consider, and if thought fit, to pass the following Resolutions which will be proposed as ORDINARY RESOLUTIONS: RESOLUTION 1 - Receipt of the Company's report and accounts To receive the Company's audited accounts for the year ended 31 December 2009 together with the Directors' report, the Directors' remuneration report and the Auditors' report on those accounts and the auditable part of the Directors' remuneration report for the year ended 31 December 2009. RESOLUTION 2 - Directors' Remuneration Report THAT the Directors' remuneration report and the remuneration policy set out in the audited accounts of the Company for the year ended 31 December 2009 be and hereby are approved. RESOLUTION 3 - Re-appointment of Ernst & Young LLP as Auditors of the Company THAT Ernst & Young LLP be and are hereby re-appointed Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company. RESOLUTION 4 - Authority to agree the Auditors' remuneration THAT the Directors be and hereby are authorised to agree the remuneration of the Auditors. RESOLUTION 5 - Re-election of Christopher Burke as Director of the Company THAT Christopher Burke retiring pursuant to Article 82 of the Company's Articles of Association be and is hereby re-elected a Director of the Company. RESOLUTION 6 - Re-election of John McMonigall as Director of the Company THAT John McMonigall retiring pursuant to Article 82 of the Company's Articles of Association be and is hereby re-elected a Director of the Company. RESOLUTION 7 - Re-election of Peter Tan as Director of the Company THAT Peter Tan retiring pursuant to Article 82 of the Company's Articles of Association be and is hereby re-elected a Director of the Company. RESOLUTION 8 - Section 551 Companies Act 2006 authority to allot shares THAT: (a) the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the 2006 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 security into shares in the Company up to an aggregate nominal amount of GBP2,186,965 provided that this authority shall (unless previously renewed, varied or revoked) expire at the conclusion of the Company's next Annual General Meeting save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or to convert any securities into shares 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 pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired; (b) that, subject to sub-paragraph (c), all existing authorities given to the Directors pursuant to section 80 of the Companies Act 1985 (the 1985 Act) be revoked by this Resolution; and (c) that sub-paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot relevant securities (as that term is defined in the 1985 Act) in the Company or to grant rights to subscribe for or convert any securities into shares in the Company pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made. RESOLUTION 9 - Additional authority to allot shares in connection with a rights issue THAT, in addition to Resolution 8, the Directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the 2006 Act to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the 2006 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 GBP4,355,929 provided that this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this Resolution save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. RESOLUTION 10 - Continuance of Non-Executive Directors 2006 Share Option Scheme THAT the Dialog Semiconductor Plc Non-Executive Directors 2006 Share Option Scheme (the Non-Executive Directors Share Option Scheme), the principal terms of which are summarised in the explanatory notes to this Notice of Annual General Meeting, be and hereby is approved to continue until the Company's 2012 Annual General Meeting. RESOLUTION 11 - Approval of the Dialog Semiconductor Plc Executive Incentive Plan 2010 THAT the Dialog Semiconductor Plc Executive Incentive Plan 2010 (EIP), the principal terms of which are summarised in the explanatory notes to this Notice of Annual General Meeting, be and is hereby approved and that the Directors be and are hereby authorised to do all acts and things which they may consider necessary or desirable to carry the EIP into effect. To consider, and if thought fit, to pass the following Resolutions which will be proposed as SPECIAL RESOLUTIONS: RESOLUTION 12 - Disapplication of pre-emption rights THAT the Directors be and they are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority conferred by Resolutions 8 and 9 (if applicable) as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities: (a) in connection with a rights issue, open offer or any other pre-emptive offer in favour of ordinary shareholders (but in the case of any authority granted under Resolution 9, by way of rights issue only) where the equity securities attributable to the interests of all ordinary shareholders are proportionate (as nearly as practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; (b) in connection with the allotment of equity securities pursuant to the Non-Executive Directors Share Option Scheme up to an aggregate nominal amount of GBP18,000; and (c) otherwise than pursuant to sub-paragraphs (a) or (b) above up to an aggregate nominal amount of GBP325,345, and shall (unless previously renewed, varied or revoked) expire at 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 an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. RESOLUTION 13 - Reduction of share premium account THAT the Company's share premium account be reduced by $85,000,000. RESOLUTION 14 - Adoption of New Articles of Association THAT: (a) the Articles of Association of the Company be amended by deleting all the provisions of the Company's Memorandum of Association which, by virtue of section 28 of the 2006 Act, are to be treated as provisions of the Company's Articles of Association; and (b) the Articles of Association of the Company produced to the AGM and signed by the Chairman of the AGM for the purposes of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association, with effect from the conclusion of the AGM. RESOLUTION 15 - Notice period for general meetings THAT a general meeting of the Company other than an AGM 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 April 12 2010

(MORE TO FOLLOW) Dow Jones Newswires

April 12, 2010 10:40 ET (14:40 GMT)

DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung -2-

Registered in England and Wales No. 3505161 Notes to the Notice of AGM 1. Documents enclosed Notice is being sent to all members and those persons whose interests in the shares in the Company are registered as being represented by one or more global share certificates deposited with Clearstream Banking AG (Clearstream) and traded electronically on the Frankfurt Stock Exchange (the CI Holders and together with the members, the Shareholders). A letter from the CEO of the Company, including details of how Shareholders may attend and vote at the AGM, is enclosed with the Notice and available on the Company's website at http://www.dialog-semiconductor.com. 2. Entitlement to attend and vote Only those Shareholders entered in the register of members of the Company or the register of CI Holders (together, the Registers of Members) at 10.00 a.m. (CEST) on May 3, 2010 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 attend and vote at the AGM in respect of the number of shares or interests in shares registered in their name at that time. 3. Personal attendance Shareholders wishing to attend the AGM in person, should request an Attendance Card by following the procedure described at section 1 in the letter enclosed with the Notice. 4. Proxies Shareholders who are unable to attend the AGM may appoint one or more proxies (who need not be a Shareholder) to exercise all or any of their rights to attend and to speak and vote at the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by his appointor. A Shareholder may only appoint a proxy or proxies by following the procedure described at section 2 in the letter enclosed with the Notice. 5. Questions at the AGM Under section 319A of the 2006 Act, any member attending the AGM has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the meeting unless: * answering the question would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; * the answer has already been given on a website in the form of an answer to a question; or * it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. 6. Number of issued shares and total voting rights In accordance with section 30b paragraph 1 sentence 1 of German Wertpapierhandelsgesetz and Disclosure and Transparency Rule 6.1.12 it is hereby noted that as at April 11, 2010 (being the last practicable date prior to the publication of the Notice), the Company's issued share capital comprised 65,068,930 ordinary shares carrying one vote each, and therefore the total voting rights in the Company as at April 11, 2010 is 65,068,930. 7. Nominated persons Any person to whom the Notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a Nominated Person) may have a right, under an agreement between him and the Shareholder by whom he was 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, he 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 4 does not apply to Nominated Persons. The rights described in that note can only be exercised by Shareholders of the Company. 8. Corporate representatives Corporate Shareholders should note that, under section 323 of the 2006 Act, if a corporate Shareholder appoints multiple representatives who exercise their votes in different ways, those votes are treated as not having been exercised. Any corporate Shareholder who wishes (or who may wish) to appoint more than one corporate representative should contact Martina Zawadzki by email at [e-mail] or by telephone on [phone]. 9. Website giving information regarding the AGM A copy of the Notice, and the other information required by section 311A of the 2006 Act, can be found at http://www.dialog-semiconductor.com. 10. Website publication of audit concerns Pursuant to Chapter 5 of Part 16 of the 2006 Act (sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note 11 to this Notice, 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 auditors 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); * 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 * be received by the Company at least one week before the AGM. 11. Qualification criteria In order to be able to exercise the members' right to require the Company to publish audit concerns (see note 10 to this Notice) 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 have a right to vote at the AGM and holding, on average, at least GBP100 of paid up share capital. The Company wishes to extend these rights to the CI Holders, and all references in notes 10 to 12 to this Notice to a 'member' or 'members' should therefore be construed accordingly. For information on voting rights, including the total number of voting rights, see note 6 to this Notice and the website referred to in note 9 to this Notice. 12. Submission of requests and authentication requirements Where a member or members wishes to request the Company to publish audit concerns (see note 10 to this Notice) such request be must be made in accordance with one of the following ways: * a hard copy request which is signed by you, states your full name and address and is sent to: Dialog Semiconductor Plc c/o Art-of-Conference - Martina Zawadzki Böblinger Str. 26, 70178 Stuttgart, Germany; or * a request which is signed by you, states your full name and address and is sent to fax number [phone] marked for the attention of Martina Zawadzki. 13. Communication Except as provided above, Shareholders who have general queries about the AGM should contact Martina Zawadzki by email at [e-mail] (no other methods of communication will be accepted). You may not use any electronic address provided either: * in the Notice of Annual General Meeting; or * any related documents, 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 11 are proposed as ordinary resolutions. To pass these Resolutions more than 50% of the votes cast on each Resolution must be in favour. Resolutions 12 to 15 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. Resolutions 1 and 2 - Receipt of report and accounts; approval of remuneration report The Company's audited accounts for the year ended 31 December 2009 together with the Directors' report, the Directors' remuneration report and the Auditors' report on those accounts and the auditable part of the remuneration report for the year ended 31 December 2009 are available on the Company's website http://www.dialog-semiconductor.com. Please note that the Directors do not propose to declare a dividend. Resolutions 3 and 4 - Appointment and remuneration of Auditors Ernst & Young LLP are required by the 2006 Act to retire at the AGM and seek re-appointment. The 2006 Act also requires shareholders to determine the manner in which the Auditors are remunerated. Resolutions 5, 6 and 7 - Re-election of Directors Pursuant to the Company's Articles one third of the Directors shall retire at each Annual General Meeting. Those retiring at the AGM are Christopher Burke, John McMonigall and Peter Tan. Christopher Burke, John McMonigall and Peter Tan are offering themselves for re-appointment in accordance with the Company's Articles. Resolution 8 - Directors' authority to allot shares The purpose of Resolution 8 is to renew (in a form updated to reflect

(MORE TO FOLLOW) Dow Jones Newswires

April 12, 2010 10:40 ET (14:40 GMT)

DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung -3-

the 2006 Act) the Directors' authority to issue shares until the conclusion of the next AGM up to an aggregate nominal value of GBP2,186,965 equating to 21,869,643 shares. The nominal amount of relevant securities to which this authority will relate represents the aggregate of approximately one third of the issued share capital of the Company, together with a nominal amount of GBP18,000 equating to 180,000 shares being the maximum that could be granted to Non-Executive Directors pursuant to the Non-Executive Directors Share Option Scheme in any year. Resolution 9 - Additional authority to allot shares in connection with a rights issue UK investor guidelines (the Association of British Insurers) 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 office shall stand for re-election at the next Annual General Meeting of the Company. Resolution 10 - Continuance of Non-Executive Directors 2006 Share Option Scheme In 2006 the Board created, with shareholders' approval, the Non-Executive Directors Share Option Scheme. The aim of the Scheme is to link, at a prudent level, an element of the Board's compensation with value creation in the Company. At the 2008 Annual General Meeting shareholders approved the continuance of the Non-Executive Directors Share Option Scheme into 2010. Further approval is now sought to continue it until the Company's 2012 Annual General Meeting at which approval to continue it will again be sought. Until this year, under the Scheme each Non-Executive Director received an initial grant of 50,000 options (the Initial Grant). Thereafter 20,000 options were granted annually to each Non-Executive Director on the date of the Company's Annual General Meeting or as soon as practicable thereafter (notwithstanding that this date normally falls within a close period) (the Annual Grant). To reflect the recent significant increase in the share price, the Scheme will be amended for 2010 and subsequent years such that the Initial Grant will be reduced to 20,000 shares and the Annual Grant to 10,000 shares. A summary of the rules of the Non-Executive Directors Share Option Scheme is as follows: * The Initial Grant of options vests in a linear manner, month on month, over 4 years. In previous years, the Annual Grant has vested in a linear manner, month on month, over 12 months. The Annual Grant for 2010 onwards will vest in a linear manner, month on month, over 24 months. * The options will be priced at market price at the date of grant. * The options will be exercisable for 7 years. * Vested options will lapse, if not by then exercised, 6 months after a Director has left the Board. No further options shall vest following such Director leaving the Board. * If there is a change of control of the Company and the requirement for a given Director to serve on the Board is terminated: * 50% of any non-vested options in respect of the Initial Grant shall accelerate to vesting; and * 100% of any non-vested options in respect of any Annual Grant shall accelerate to vesting. * On exercise of options, any tax and/or national insurance payable by the option holder will be met by the relevant option holder. Resolution 11 - Approval of the Dialog Semiconductor Plc Executive Incentive Plan 2010 The success of the Company has been built on the effort and contribution of the executive team and other key employees. In order to continue building on this success it is imperative that the Remuneration and Nomination Committee has a powerful tool with which to continue to retain and attract high quality talent in a highly competitive and internationally mobile marketplace. The need for a new incentive and retention tool has been brought into focus with the current long-term incentive (approved by shareholders in 2007) drawing to a close in 2012. The Remuneration and Nomination Committee needs to ensure there is no retention gap and wishes to put a new share plan, the Dialog Semiconductor Plc Executive Incentive Plan (EIP), to shareholders for approval. The purpose of this new incentive will be to: * Continue to retain an exceptional executive team following the closing of the existing long-term incentive plan and the successful outcome from the operation of that plan. * Ensure that key metrics (EBIT and Revenue) are focused on which will drive shareholder value and that such individuals receive an appropriate proportion of that value created for shareholders. * Support a total remuneration structure which ensures that levels of reward are competitive for high calibre executives operating in the global semiconductor industry but with a clear link to performance. * Support the objective of developing sustainable returns and value, at acceptable levels of risk, taking into account factors such as customer diversification. * Engender a strong culture of equity ownership and long-term high performance thereby aligning the interests of executives with shareholders. The Remuneration and Nomination Committee is mindful of the need to design a new incentive arrangement that is highly competitive and customary in all the jurisdictions in which it operates but which takes into account the differing views of governance best practice on the structure of executive remuneration in those countries. It believes that the design of the EIP strikes an appropriate balance between retaining and attracting exceptional individuals from the global talent pool and the selection of key terms and conditions that are considered to be at the forefront of governance and remuneration best practices in those jurisdictions. The following table summarises the main terms and conditions of the proposed EIP. Term Description Operation The Remuneration and Nomination Committee will supervise the operation of the EIP. The EIP will operate over a five year period from the date of approval by shareholders. The Remuneration and Nomination Committee may not grant awards under the EIP more than five years after its approval. Participation Any employee selected by the Remuneration and Nomination Committee is eligible to participate in the EIP. Non-Executive Directors are not eligible to participate. Under the EIP, up to 0.75% of the issued share capital at the date of grant will be made available for the Remuneration and Nomination Committee to grant to participants in the EIP on an annual basis. It is envisaged that these shares will be granted to approximately 10 - 15 key executives. A portion of the total number of shares which can be awarded each year would be reserved for grants to new recruits. However, there is no requirement for the Remuneration and Nomination Committee to allocate all available shares on an annual basis. Delivery Mechanism Participants selected by the Remuneration and Nomination Committee will be granted an option or conditional share award (an EIP Award) at an exercise price of 10 pence per share. A grant of an EIP Award in any year will give no entitlement to subsequent awards. Frequency of Grant Annual. EIP Awards will normally be granted to each participant within a 42 day period following the date of publication of the interim or annual results of the Company. It is intended that the first EIP Awards will be granted in 2011. Size of Award The size of award to each participant will be subject to the Remuneration and Nomination Committee's discretion. Performance Conditions Continuity of Employment Condition 25% of the EIP Award will be banked in equal annual instalments (1/3 of 25% each year) based on the achievement of a share price hurdle measured at the end of each year (Continuity Award). The hurdle is such that the Company's share price at each measurement point (being the anniversary of the date of grant) must be greater than the higher of the share price on the date of grant or previous measurement points. Where the share price hurdle has not been achieved at the end of the year, that proportion of the Continuity Award will lapse. At the end of the three year holding period, the Continuity Award will vest and become exercisable subject to continuity of employment. Individuals have six years with which to exercise vested options. Corporate Performance Conditions 75% of any EIP Award will vest subject to the achievement of challenging performance conditions (Performance Award). The primary performance measure relates to EBIT and Revenue Growth targets. The vesting of 50% of

(MORE TO FOLLOW) Dow Jones Newswires

April 12, 2010 10:40 ET (14:40 GMT)