DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 30.04.2015 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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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DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung -2-
members and all CI Holders (as defined in the Company's Articles of
Association (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
attend and vote at the AGM and important notes for AGM registration,
proxy appointment and voting instructions (Important Notes) is
available on the Company's website:
http://www.dialog-semiconductor.com -> Investor relations -> Annual
General Meeting and is included with the Notice sent to Shareholders.
2. Entitlement to attend and vote
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 9.00 a.m. BST (10.00 a.m. (CEST)) on 28 April 2015, 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. Changes to
the entries in the Registers of Members after 9.00 a.m. BST (10.00
a.m. (CEST)) on 28 April 2015, 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 attend or vote at the meeting.
3. Personal attendance
Shareholders wishing to attend the AGM in person, should request an
Admission Card by following the procedure described at section 1
('Request for an Admission Card') in the reply form attached to the
Letter to Shareholders (the Reply Form).
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, 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 appointer. A Shareholder may only appoint
a proxy or proxies by following the procedure described at section 2
('Appointment of Proxy and Voting Instructions') in the Reply Form.
Your proxy appointment must be received no later than 9.00 a.m. BST
(10.00 a.m. (CEST)) on 28 April 2015. Further details in relation to
the appointment of proxies are given in the Reply Form and Important
Notes.
5. Questions at the AGM
Under section 319A of the 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
As at 17 March 2015 (being the last practicable date prior to the
publication of this Notice) the Company's issued share capital
comprised 71,068,930 ordinary shares of 10p each carrying one vote
each and having an aggregate nominal value of GBP7,106,893. Therefore
the total voting rights in the Company as at 17 March 2015 are
71,068,930.
On 16 March 2015, the Company published a notice of early redemption
of the Bonds. As an alternative to the redemption of the Bonds,
Bondholders have an option under the terms and conditions of the Bonds
to exchange the Bonds for ordinary shares in the Company. If all
Bondholders exercise their conversion rights in respect of all
outstanding Bonds, the maximum number of new ordinary shares that
would be issued would be 6,797,039 and the total issued share capital
of the Company would be 77,865,969 ordinary shares carrying one vote
each.
7. Nominated persons
Any person to whom this notice 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 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 to this Notice does not apply to
Nominated Persons. The rights described in that note can only be
exercised by Shareholders.
8. 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. Any corporate Shareholder who
wishes (or who may wish) to appoint more than one corporate
representative should contact Martina Zawadzki by email at
dialog@art-of-conference.de or by telephone on +49 (0) 711 4709 605.
9. Website giving information regarding the AGM
A copy of this Notice, and the other information required by section
311A of the Act, can be found at http://www.dialog-semiconductor.com
-> Investor relations -> Annual General Meeting.
10. 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 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);
* 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.
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 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 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 one or more members wish to request the Company to publish audit
concerns (see note 10 to this Notice) 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, Böblinger Str. 26, 70178 Stuttgart, 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.
13. Documents available for inspection
Copies of the executive Director's service contract, non-executive
Director's letters of appointment and the LTIP will be available for
inspection during normal business hours at the Company's registered
office from the date of this Notice until the AGM's conclusion and
will also be available for inspection at the AGM venue immediately
prior to and during the AGM itself.
14. Communication
Except as provided above, Shareholders who have general queries about
the AGM should contact Martina Zawadzki by email at
dialog@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 Annual General Meeting; or
* in any related documents (including the Letter to
Shareholders),
to communicate with the Company for any purposes other than those
expressly stated.
********************
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Explanatory Notes for Resolutions to be proposed at AGM Resolutions Resolutions 1 to 12 (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 13 and 14 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 2014 to the AGM. The Annual Report and Accounts for the financial year ended 31 December 2014 are also available on the Company's website: http://www.dialog-semiconductor.com -> Investor relations -> Reports & Filings -> Annual Reports. Please note that the Directors do not propose to declare a dividend. Resolution 2 - Approval of Directors' Remuneration Policy Section 439A of the Act requires a separate resolution on the Directors' Remuneration Policy part of the Directors' Remuneration Report to be put to Shareholders for approval. This vote is binding, which means that all payments to Directors must be consistent with the approved Policy and cannot be made under the Policy until it has been approved by Shareholders. The Directors' Remuneration Policy must be put to Shareholders for approval at least every three years or at any time when the Company wants to make changes to the existing Policy or introduce a new Directors' Remuneration Policy. Please see the proposed new Directors' Remuneration Policy set out at pages 68 to 74 of the Annual Report and Accounts for the financial year ended 31 December 2014 which is available on the Company's website: http://www.dialog-semiconductor.com -> Investor relations -> Reports & Filings --> Annual Reports. Resolution 3 - Approval of Directors' Remuneration Report (excluding the Directors' Remuneration Policy) In accordance with section 439 of the Act, Shareholders are required to approve a resolution on the Directors' Remuneration Report (excluding the Directors' Remuneration Policy referred to in Resolution 2). The vote on Resolution 3 is advisory and in respect of the overall Directors' remuneration package, which means that the remuneration paid to any individual Director will not be contingent on the outcome of the vote. The Directors' Remuneration Report is set out at pages 67 to 84 of the Annual Report and Accounts for the financial year ended 31 December 2014 which is available on the Company's website: http://www.dialog-semiconductor.com -> Investor relations -> Reports & Filings -> Annual Reports. Resolutions 4 and 5 - Appointment and remuneration of Auditors Ernst & Young LLP are required by the Act to retire at the AGM and seek re-appointment. The Act also requires Shareholders to determine the manner in which the Auditors are remunerated; Resolution 5 gives authority to the Directors to determine the Auditors' remuneration. As set out in the Company's Corporate Governance principles, Dialog is committed to putting out the statutory audit to tender every ten years and will commence this process in the second financial quarter of 2015. Resolutions 6, 7 and 8 - Re-appointment of Directors Pursuant to the Articles one third of the Directors shall retire at each Annual General Meeting and, in line with best practice, those Directors who have been members of the Board for in excess of nine years are subject to annual re-election. Accordingly each of Michael Cannon, Richard Beyer and Aidan Hughes (who has been a member of the Board for 10 years) 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 re-appointment. Peter Weber and John McMonigall are also retiring at the AGM but are not offering themselves for re-appointment. The Board has confirmed that Michael Cannon, who is seeking re-appointment as an Independent non-executive Director, Richard Beyer who is seeking re-appointment as an Independent non-executive Director and Aidan Hughes, who is 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 Michael Cannon, Richard Beyer and Aidan Hughes should be re-appointed as their wider, current and relevant business experience allows them to contribute effectively to the leadership of the Company. Michael Cannon Independent non-executive Director, Chair of the Remuneration Committee and member of the Nomination Committee. Mike joined the Board in February 2013. His career in the high-tech industry spans 30 years, including over 10 years as CEO of two Fortune 500 companies. He was President, Global Operations of Dell from February 2007 until his retirement in 2009. Prior to joining Dell, Mike was the CEO of Solectron Corporation, an electronic manufacturing services company, which he joined as CEO in 2003. From 1996 until 2003 Mike was CEO of Maxtor Corporation, a disk drive and storage systems manufacturer. He successfully led the NASDAQ IPO of Maxtor in 1998. Mike previously held senior management positions at IBM and Control Data Corporation. Mike studied Mechanical Engineering at Michigan State University and completed the Advanced Management Program at Harvard Business School. External appointments Mike currently serves on the Boards of Adobe Systems Inc., Seagate Technology and Lam Research. He is a member of Adobe's Audit Committee having previously served for five years as Chairman of the Compensation Committee. At Seagate he is the Chairman of the Nominating and Governance Committee and also serves on the Audit Committee. At Lam Research he is a member of both the Nominating and Governance Committee and the Audit Committee. Richard Beyer Chairman and Independent non-executive Director. Rich joined the Board in February 2013 and was appointed Chairman in July 2013. Rich has a long-standing career in the technology sector. He was the Chairman and CEO of Freescale Semiconductor from 2008 to 2012. Prior to this, he held successive positions as CEO and Director of Intersil Corporation, Elantec Semiconductor and FVC.com. He has also held senior leadership positions at VLSI Technology and National Semiconductor Corporation. In 2012, he was Chairman of the Semiconductor Industry Association Board of Directors and served for three years as a member of the US Department of Commerce's Manufacturing Council. He previously served on the Boards of Credence Systems Corporation (now LTX-Credence), XCeive Corporation and Signet Solar. Rich served three years as an officer in the United States Marine Corps. He earned Bachelor's and Master's degrees in Russian from Georgetown University, and an MBA in marketing and international business from Columbia University Graduate School of Business. External appointments Rich currently serves on the Boards of Micron Technology Inc and Analog Devices Inc. Aidan Hughes Independent non-executive Director, member of the Audit Committee and member of the Nomination Committee. Aidan joined the Board in October 2004. He is a Fellow of the Institute of Chartered Accountants in England and Wales and qualified as a chartered accountant with PriceWaterhouse in the 1980s. He has held senior finance roles at Lex Service Plc and Carlton Communications Plc. He was an FTSE 100 finance director, having held that position at the Sage Group Plc from 1993 to 2000. From December 2001 to August 2004, he was a director of Communisis Plc. External appointments Aidan is an Independent non-executive director and Chair of Audit Committee for Ceres Power Holdings Plc and has a part-time executive role in leading UK software company Corelogic Limited. He is also an investor and adviser to a number of international private technology companies. As part of its annual review, the Board specifically considered Aidan's independence given his ten year tenure on the Board. When assessing the potential impact of tenure on any Director's independence, the Board views the issue of concurrency with executive Directors (in this case nine years) as central to that process. The Board's unanimous view is that Aidan's independence and objectivity, as evidenced by his continuing valuable contribution at Board meetings, is in no way compromised by his length of tenure on the Board. The Board also believes that his industry experience and contribution to the continuing development of Dialog is of significant benefit to the Board as a whole. While the Board is satisfied that Mr Hughes is wholly independent, as he has been a member of the Board for in excess of nine years, in line with best practice principles, he is subject to annual re-election by Shareholders. Resolution 9 - Appointment of Alan Campbell as a Director Independent non-executive Director. Alan is a proposed new appointment as an Independent non-executive Director. Alan brings over 30 years of global financial and business experiences within the semiconductor industry to the Board. He began his career in 1979 with Motorola and has spent over 12 years in Europe and 20 years in the USA in positions of increasing responsibility. In 2000, Alan was appointed Chief Financial Officer of the Semiconductor Sector of Motorola. Prior to this he held the positions
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