DGAP-News: Dialog Semiconductor Plc / Bekanntmachung der Einberufung zur
Hauptversammlung
Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur
Hauptversammlung am 30.04.2020 in London mit dem Ziel der europaweiten
Verbreitung gemäß §121 AktG
2020-04-03 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber 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 Thursday 30 April 2020 at 2pm
BST (3pm 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 10 (inclusive)
will be proposed as ordinary resolutions and
Resolutions 11 to 17 (inclusive) 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 2019 be and are hereby received.
*RESOLUTION 2 - Approval of Directors' Remuneration
Report*
THAT the Directors' Remuneration Report, set out at
pages 92 to 93 and 100 to 106 of the Annual Report and
Accounts for the financial year ended 31 December 2019,
be and is hereby approved.
*RESOLUTION 3 - Re-appointment of Deloitte LLP as
Auditor of the Company*
THAT Deloitte LLP be and is hereby re-appointed as
Auditor of the Company.
*RESOLUTION 4 - Authority to agree the Auditor's
remuneration*
THAT the Directors be and are hereby authorised to
agree the remuneration of the Auditor.
*RESOLUTION 5 - 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 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 Mary Chan as a
Director of the Company*
THAT Mary Chan be and is hereby re-appointed as a
Director of the Company.
*RESOLUTION 8 - Appointment of Joanne Curin as a
Director of the Company*
THAT Joanne Curin be and is hereby appointed as a
Director of the Company.
*RESOLUTION 9 - 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 GBP2,310,180 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 10 - Additional authority to allot shares
in connection with a rights issue*
THAT, in addition to Resolution 9, 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 9) of GBP4,620,360
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 11 - Disapplication of pre-emption rights*
THAT, subject to and conditional upon Resolution 9
and/or, as the case may be, Resolution 10 being passed,
the Directors be and are hereby empowered to allot
equity securities (as defined in section 560 of the
Act) for cash under the authority conferred by
Resolutions 9 and/or 10 (as applicable) and/or to sell
ordinary shares held by the Company as treasury shares
as if section 561 of the Act did not apply to any such
allotment or sale, provided that such authority shall
be limited to:
(a) the allotment of equity securities in
connection with an offer of equity
securities (but, in the case of the
authority granted under Resolution 10, by
way of a rights issue only):
* to the holders of ordinary shares in
proportion (as nearly as may be practicable)
to their respective holdings; and
* to holders of other equity securities as
required by the rights of those securities or
as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as
the Directors may deem necessary or expedient in
relation to treasury shares, fractional entitlements,
record dates, legal or practical problems in or under
the laws of any territory or the requirements of any
regulatory body or stock exchange; and
(b) the allotment of equity securities or sale
of treasury shares (otherwise than pursuant
to part (a) of this Resolution) to any
person up to an aggregate nominal amount of
GBP346,527.
The authority granted by this Resolution will expire at
the conclusion of the Company's next Annual General
Meeting after the passing of this Resolution or, if
earlier, 15 months from the date of this Resolution,
save that the Company may before such expiry make
offers or agreements which would or might require
equity securities to be allotted (or treasury shares to
be sold) after such expiry and the Directors may allot
equity securities (or sell treasury shares) pursuant to
any such offer or agreement as if the authority
conferred by this Resolution had not expired.
*RESOLUTION 12 - Additional disapplication of
pre-emption rights*
THAT, subject to and conditional upon Resolution 9
and/or, as the case may be, Resolution 10 being passed,
the Directors be and are hereby empowered, in addition
to any authority granted under Resolution 11, to allot
equity securities (as defined in section 560 of the
Act) for cash under the authority conferred by
Resolutions 9 and/or 10 (as applicable) and/or to sell
ordinary shares held by the Company as treasury shares
as if section 561 of the Act did not apply to any such
allotment, provided that this power shall be:
(a) limited to the allotment of equity
securities or sale of treasury shares up to
a nominal amount of GBP346,527; and
(b) used only for the purposes of financing (or
refinancing, if the authority is to be used
within six months after the original
transaction) a transaction which the
Directors determine to be an acquisition or
other capital investment of a kind
contemplated by the Statement of Principles
on Disapplying Pre-Emption Rights most
recently published by the Pre-Emption Group
prior to the date of this Notice of AGM.
The authority granted by this Resolution will expire at
the conclusion of the Company's next Annual General
Meeting after the passing of this Resolution or, if
earlier, 15 months from the date of this Resolution,
save that the Company may before such expiry make
offers or agreements which would or might require
equity securities to be allotted (or treasury shares to
be sold) after such expiry and the Directors may allot
equity securities (or sell treasury shares) pursuant to
any such offer or agreement as if the authority
conferred by this Resolution had not expired.
*RESOLUTION 13 - Authority to enter into contingent
forward share purchase contract with Barclays Bank PLC*
THAT, in accordance with section 694 of the Act and
conditional on the passing of at least one of
Resolutions 14, 15 and 16, the terms of a proposed
contingent forward share purchase contract to be
entered into between the Company and Barclays Bank PLC
(*Barclays*) for the purchase by the Company of up to
10,395,809 ordinary shares of 10 pence each in the
capital of the Company (in the form produced to the AGM
and initialled by the Chairman for the purpose of
identification) (the *Barclays Agreement*) be and are
hereby approved and the Company be and is hereby
authorised to enter into the Barclays Agreement.
The maximum aggregate number of shares which may be
purchased under the Barclays Agreement and such other
contingent forward share purchase contracts which may
be approved pursuant to Resolutions 14 and/or 15 and/or
16 is 10,395,809, representing approximately 15% of the
issued ordinary share capital of the Company as at 25
March 2020 (being the last practicable date prior to
publication of this Notice of AGM).
(MORE TO FOLLOW) Dow Jones Newswires
April 03, 2020 09:05 ET (13:05 GMT)
