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DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung -4-

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. 
 
=-------------------------------------------------------------------------- 
 
   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 

(MORE TO FOLLOW) Dow Jones Newswires

March 27, 2015 10:49 ET (14:49 GMT)

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. 
 
   ******************** 

(MORE TO FOLLOW) Dow Jones Newswires

March 27, 2015 10:49 ET (14:49 GMT)

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

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 

(MORE TO FOLLOW) Dow Jones Newswires

March 27, 2015 10:49 ET (14:49 GMT)

of European Finance Director, Vice President and CFO of the 
   Automotive, Industrial and Networking businesses, Vice President of 
   Manufacturing, and Vice president of Global Financial Accounting. 
 
   In 2004 he guided Freescale through its separation from Motorola and 
   successfully executed its 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 guided the company back to the public market to be listed 
   on the NYSE. 
 
   Alan served as Chairman of the Audit Committee for the Semiconductor 
   Industry Association, and served on the Board of Goodwill Industries 
   and the University of Texas Accounting Advisory Board. He currently 
   serves as Chairman of the Freescale Foundation. 
 
   Resolution 10 - Adoption of the Dialog 2015 Long Term Incentive Plan 
 
   The success of the Company has been built on the effort and 
   contribution of its employees. In order to continue building on this 
   success it is necessary for the Board to have appropriate tools with 
   which to motivate and retain its employees at all levels, and align 
   them closely with Shareholders' interests. In order to achieve this 
   aim and, in accordance with the Directors' Remuneration Policy set out 
   at Resolution 2, the Company is seeking Shareholder approval to 
   introduce a new Long Term Incentive Plan (LTIP), which will replace 
   the existing Executive Incentive Plan (EIP) which is due to expire on 
   5 May 2015. 
 
   The LTIP is designed to support the Company's business strategy, to 
   assist in recruiting, retaining and motivating its employees, and to 
   align with the interests of Shareholders. 
 
   All employees will be eligible to participate in the LTIP but in 
   practice awards will be targeted at the executive Director level and 
   others in senior roles. 
 
   Please see the table at the appendix to this Notice for a summary of 
   the main terms and conditions of the LTIP. 
 
   Resolution 11 - Directors' authority to allot shares 
 
   The purpose of Resolution 11 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 GBP2,595,532 equating to 25,955,320 
   shares if all of the Bonds have been converted into shares prior to 
   the AGM or such lesser amount as is equal to one third of the issued 
   share capital of the Company at the date of the AGM, taking into 
   account any shares that have been issued as a result of the conversion 
   of Bonds into shares prior to the AGM. 
 
   In either case, the nominal amount of relevant securities to which 
   this authority will relate represents approximately one third of the 
   issued share capital of the Company at the date of the AGM. 
 
   Resolution 12 - 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 11) provided it is only applied on the basis 
   of a rights issue. This authority is also being sought on a fully 
   diluted basis to reflect the Company's issued share capital as at the 
   date of the AGM. If any of the additional authority in Resolution 12 
   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 13 - Disapplication of pre-emption rights 
 
   If Directors wish to issue shares 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), Directors 
   have to offer any shares they want to issue to existing Shareholders 
   first. Resolution 13 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 is limited to the issue of equity securities having a 
   maximum aggregate nominal value of GBP389,330 equating to 3,893,298 
   shares which is equivalent to 5% of the Company's maximum total issued 
   share capital of 77,865,969 shares if all outstanding Bonds are 
   converted into shares prior to the AGM. If all outstanding Bonds have 
   not been converted then the authority is limited to 5% of such lesser 
   amount as is equal to the issued share capital of the Company at the 
   date of the AGM. 
 
   The Directors do not have any present intention of exercising the 
   authority granted by Resolution 13 and do not intend to issue more 
   than 7.5% of the issued share capital of the Company on a (non-exempt) 
   non pre-emptive basis in any rolling three-year period without prior 
   consultation with Shareholders. 
 
   Resolution 14 - Notice period for general meetings 
 
   The Articles allow the Directors to call general meetings other than 
   Annual General Meetings on 14 clear days' notice. However, the 
   Companies (Shareholders' Rights) Regulations 2009 (the Regulations) 
   require that all general meetings be held on 21 days' notice, unless 
   Shareholders agree to a shorter notice period, and the Company has met 
   the requirements for electronic voting under the Regulations. 
   Resolution 14 seeks to renew the authority granted by Shareholders at 
   last year's AGM which preserved the Company's ability to call general 
   meetings, other than AGMs, on 14 clear days' notice, such authority to 
   be effective until the Company's next AGM, when a similar resolution 
   will be proposed. The Directors confirm that the shorter notice period 
   would not be used as a matter of course for such meeting, but only 
   where flexibility is merited by the business of the meeting and it is 
   thought to be to the advantage of Shareholders as a whole. An 
   electronic voting facility will be made available to all Shareholders 
   for any meeting held on such notice. 
 
   Dialog Semiconductor Plc 
   Tower Bridge House 
   St Katharine's Way 
   London 
   ElW 1AA 
   United Kingdom 
   www.dialog-semiconductor.com 
 
   ******************** 
 
   Appendix 
 
   Summary of the Dialog 2015 Long Term Incentive Plan 
 
   The following table summarises the main terms and conditions of the 
   proposed LTIP: 
 
   Term        Description 
 
 
   Operation   The Remuneration Committee will supervise the operation 
               of the LTIP. 
 
               The LTIP will operate over a ten year period from the 
               date of approval by Shareholders. The Remuneration 
               Committee may not grant awards under the LTIP more than 
               ten years after its approval. 
 
               The Remuneration Committee will undertake its own review 
               of the effectiveness of the LTIP, not later than five 
               years from inception. 
 
 
 
   Partici-    Any employee selected by the Remuneration Committee is 
   pation      eligible to participate in the LTIP. 
 
               This includes any executive Director. Independent 
               non-executive Directors are not eligible to participate. 
 
 
   Delivery    Participants selected by the Remuneration Committee will be 
   mechanism   granted an LTIP Award either in the form of: 
 
 
               * a nil cost or nominal cost option; 
               * a conditional share award; 
               * a market priced option; or 
               * a cash-settled award linked to the value of the 
                 Company's share price (in the case of jurisdictions 
                 where it is not feasible to deliver shares to employees). 
 
               A grant of an LTIP Award in any year will give no 
               entitlement to subsequent awards. 
 
 
   Frequency   It is intended that the first LTIP Awards will be granted 
   of          to employees in 2015 within six weeks following the AGM. 
   grant       Subsequently, it is intended that, other than in 
               exceptional circumstances, LTIP Awards will be granted to 
               participants within a six-week period following the date of 
               publication of the results of the Company. 
 
 
   Maximum     Annual awards will be capped in accordance with the maximum 
   size        level set out in the Directors' Remuneration Policy, which 
   of          is submitted to Shareholders for approval. 
   award 
 
               Award levels will not be excessive relative to the market 
               median levels in which the Company competes for talent. 
 
 
 
   Perfor-    Awards to executive Directors will vest subject to the 
   mance      achievement of challenging performance conditions, set at 
   condi-     each grant by the Remuneration Committee. 
   tions 
 
              Awards to other employees may be made with or without 
              performance conditions. For awards in 2015, below executive 
              Director level, it is intended that part of each 
              participant's award will be subject to the performance 
              conditions. 
 
              For 2015 awards, the proposed performance condition is as 
              follows: there are three different performance measures, 
              relating to EBIT, Revenue Growth and relative Total 
              Shareholder Return (the TSR). 
 
              Each of these three performance measures will determine 
              one-third of the vesting. 
 
              Relative TSR 
 
              The TSR performance measure looks at the total amount 
              returned to Shareholders, whether by way of share price 

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