Dialog Semiconductor Plc / Bekanntmachung der Einberufung zur Hauptversammlung
27.03.2015 15:49
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP - ein Service der
EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
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Dialog Semiconductor Plc
GB-London
ISIN: GB0059822006
Notice of Annual General Meeting
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 30 April 2015 at 9.00 a.m. BST (10.00 a.m. (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 12 (inclusive) will be proposed as ordinary
resolutions and Resolutions 13 and 14 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 2014 be and are hereby received.
RESOLUTION 2 - Approval of Directors' Remuneration Policy
THAT the Directors' Remuneration Policy, set out at pages 68 to 74 of
the Annual Report and Accounts for the financial year ended 31
December 2014, be and is hereby approved.
RESOLUTION 3 - Approval of Directors' Remuneration Report (excluding
the Directors' Remuneration Policy)
THAT the Directors' Remuneration Report (excluding the Directors'
Remuneration Policy referred to in Resolution 2), set out at pages 67
to 84 of the Annual Report and Accounts for the financial year ended
31 December 2014, be and is hereby approved.
RESOLUTION 4 - 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.
RESOLUTION 5 - Authority to agree the Auditors' remuneration
THAT the Directors be and are hereby authorised to agree the
remuneration of the Auditors.
RESOLUTION 6 - Re-appointment of Michael Cannon as a Director of the
Company
THAT Michael Cannon be and is hereby re-appointed as a Director of the
Company.
RESOLUTION 7 - Re-appointment of Richard Beyer as a Director of the
Company
THAT Richard Beyer be and is hereby re-appointed as a Director of the
Company.
RESOLUTION 8 - Re-appointment of Aidan Hughes as a Director of the
Company
THAT Aidan Hughes be and is hereby re-appointed as a Director of the
Company.
RESOLUTION 9 - Appointment of Alan Campbell as a Director of the
Company
THAT Alan Campbell be and is hereby appointed as a Director of the
Company.
RESOLUTION 10 - Adoption of the Dialog 2015 Long Term Incentive Plan
THAT the Dialog Semiconductor Plc Long Term Incentive Plan 2015 (LTIP),
the principal terms of which are summarised in the Explanatory Notes
to the Notice of Annual General Meeting at which this Resolution is
proposed, 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 LTIP into effect.
RESOLUTION 11 - 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:
(a) GBP2,595,532 in the event that all of the 1 per cent
convertible bonds due 2017 issued by the Company (the Bonds)
have been converted into shares prior to the passing of this
Resolution; or
(b) such lesser amount as is determined by dividing the
aggregate nominal amount of shares in the Company in issue as
at the date of the passing of this Resolution by 3 and
rounding the resulting number up to the nearest whole number,
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 12 - Additional authority to allot shares in connection
with a rights issue
THAT, in addition to Resolution 11, 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 11(a) and/or as the case may be Resolution 11(b)) of:
(a) GBP5,191,065 in the event that all of the Bonds have
been converted into shares prior to the passing of this
Resolution; or
(b) such lesser amount as is determined by dividing the
aggregate nominal amount of shares in the Company in issue as
at the date of the passing of this Resolution by 1.5 and
rounding the resulting number up to the nearest whole number,
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 13 - Disapplication of pre-emption rights
THAT, subject to and conditional upon Resolution 11 and/or, as the
case may be, Resolution 12 being passed, the Directors be and are
hereby empowered pursuant to section 570 of the Act to allot equity
securities (within the meaning of section 560 of the Act) for cash
pursuant to the authority conferred by Resolutions 11 and/or 12 (as
applicable) as if section 561(1) of the 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 12,
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; and
(b) otherwise than pursuant to sub-paragraph (a) above
up to an aggregate nominal amount of:
(i) GBP389,330 in the event that all of the Bonds have
been converted into shares prior to the passing of this
Resolution; or
(ii) such lesser amount as is determined by dividing
the aggregate nominal amount of shares in issue as at the
date of the passing of this Resolution by 20 and rounding
the resulting number up to the nearest whole number,
and 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
equity securities to be allotted after such expiry and the Directors
may allot equity securities pursuant to any such offer or agreement as
if the power conferred by this Resolution had not expired.
RESOLUTION 14 - 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
27 March 2015
Registered in England and Wales No. 3505161
********************
Notes to the Notice of AGM
1. Documents provided
Notice of the Annual General Meeting (Notice) is being sent to all
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March 27, 2015 10:49 ET (14:49 GMT)
