DJ DGAP-HV: Dialog Semiconductor Plc: Bekanntmachung der Einberufung zur Hauptversammlung am 30.04.2020 in London mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
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)
The authority conferred by this Resolution to enter
into the Barclays Agreement shall (unless previously
renewed, varied or revoked) expire on the day which is
immediately prior to the next Annual General Meeting of
the Company or on 30 June 2021, whichever is the
earlier.
*RESOLUTION 14 - Authority to enter into contingent
forward share purchase contract with Goldman Sachs
International*
THAT, in accordance with section 694 of the Act and
conditional on the passing of at least one of
Resolutions 13, 15 and 16, the terms of a proposed
contingent forward share purchase contract to be
entered into between the Company and Goldman Sachs
International (*Goldman Sachs*) 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 *Goldman Sachs
Agreement*) be and are hereby approved and the Company
be and is hereby authorised to enter into the Goldman
Sachs Agreement.
The maximum aggregate number of shares which may be
purchased under the Goldman Sachs Agreement and such
other contingent forward share purchase contracts which
may be approved pursuant to Resolutions 13 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).
The authority conferred by this Resolution to enter
into the Goldman Sachs Agreement shall (unless
previously renewed, varied or revoked) expire on the
day which is immediately prior to the next Annual
General Meeting of the Company or on 30 June 2021,
whichever is the earlier.
*RESOLUTION 15 - Authority to enter into contingent
forward share purchase contract with HSBC Bank plc*
THAT, in accordance with section 694 of the Act and
conditional on the passing of at least one of
Resolutions 13, 14 and 16, the terms of a proposed
contingent forward share purchase contract to be
entered into between the Company and HSBC Bank plc
(*HSBC*) 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 *HSBC Agreement*) be and are
hereby approved and the Company be and is hereby
authorised to enter into the HSBC Agreement.
The maximum aggregate number of shares which may be
purchased under the HSBC Agreement and such other
contingent forward share purchase contracts which may
be approved pursuant to Resolutions 13 and/or 14 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).
The authority conferred by this Resolution to enter
into the HSBC Agreement shall (unless previously
renewed, varied or revoked) expire on the day which is
immediately prior to the next Annual General Meeting of
the Company or on 30 June 2021, whichever is the
earlier.
*RESOLUTION 16 - Authority to enter into contingent
forward share purchase contract with Merrill Lynch
International*
THAT, in accordance with section 694 of the Act and
conditional on the passing of at least one of
Resolutions 13, 14 and 15, the terms of a proposed
contingent forward share purchase contract to be
entered into between the Company and Merrill Lynch
International (Merrill Lynch) 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 *Merrill Lynch
Agreement*) be and are hereby approved and the Company
be and is hereby authorised to enter into the Merrill
Lynch Agreement.
The maximum aggregate number of shares which may be
purchased under the Merrill Lynch Agreement and such
other contingent forward share purchase contracts which
may be approved pursuant to Resolutions 13 and/or 14
and/or 15 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). The authority
conferred by this Resolution to enter into the Merrill
Lynch Agreement shall (unless previously renewed,
varied or revoked) expire on the day which is
immediately prior to the next Annual General Meeting of
the Company or on 30 June 2021, whichever is the
earlier.
*RESOLUTION 17 - 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
3 April 2020
Registered in England and Wales No. 3505161
*Notes to Notice of AGM*
*1. Documents provided*
This notice of the AGM (*Notice of AGM*) is being sent
to all members and all CI Holders as defined in 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:
https://www.dialog-semiconductor.com
- Company - Investor Relations - Annual General Meeting
and is included with the Notice of AGM 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 2pm BST (3pm CEST) on 28 April 2020, 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 in the case
of CI Holders, interests in shares) registered in their
name at that time. Changes to the entries in the
Registers of Members after 2pm BST (3pm CEST) on 28
April 2020, 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/CI or shares/ CIs held by their
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. A proxy appointment must be received no
later than 2pm BST (3pm CEST) on 28 April 2020. 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 25 March 2020 (being the last practicable date
prior to publication of this Notice of AGM) the
Company's issued share capital (excluding treasury
shares) comprised 69,305,392 ordinary shares of 10
pence each carrying one vote each and having an
aggregate nominal value of GBP6,930,539. Therefore the
total voting rights in the Company as at 25 March 2020
are 69,305,392.
*7. Nominated persons*
Any person to whom this Notice of AGM 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 them and the
Shareholder by whom they were 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, they 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
of AGM 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/CI. Any corporate Shareholder who wishes
(or who may wish) to appoint more than one corporate
representative should contact Martina Zawadzki by email
at dialog_agm@art-of-conference.de or by telephone on
+49 (0) 711 5087 7107.
*9. Website giving information regarding the AGM*
A copy of this Notice of AGM, and the other information
(MORE TO FOLLOW) Dow Jones Newswires
April 03, 2020 09:05 ET (13:05 GMT)
