Innovation for a  connected world 

Dialog Semiconductor Plc

Annual report and accounts 2020

Building a diverse business

Battery management

Battery management represents a significant business opportunity for our technology and IP. There is a battery management system in every portable device.

Read more on

p22

Adesto Technologies

The acquisition of Adesto Technologies in 2020, contributed to the diversification of our customer base in the Industrial Internet of Things ("IIoT") market.

Read more on

p24

Contents

Strategic report

Introduction

Who we are

IFC

Highlights

01

At a glance

02

Investment case

04

Chairman's statement

06

CEO Q&A

08

What we do

Our business model

10

Our markets and strategy

Our growth strategy

12

Our strategic priorities

14

Industry drivers

18

Industry dynamics

20

Opportunities in our markets

21

Who we engage with and why?

26

Corporate reporting in 2020

28

Managing our resources

and relationships

32

Our performance

Our people and culture:

Diversity and inclusion

52

Key performance indicators "KPIs"

54

Segmental Review:

Custom Mixed Signal

58

Advanced Mixed Signal

60

Connectivity & Audio

62

Industrial IoT

64

Financial review

66

Sustainability and risk

Managing risk and uncertainty

76

Governance

Our corporate governance framework

84

Introduction to governance

85

Leadership - Board of Directors

86

Leadership - Management Team

88

Directors' report

90

Corporate governance statement

92

Directors' remuneration report

98

Remuneration at a glance

99

Directors' remuneration policy

100

Annual report on remuneration

106

Statement of Directors' responsibilities

115

Responsibility statement

115

Financial statements

Independent auditor's report

116

Consolidated financial statements

122

Notes to the consolidated

financial statements

127

Company financial statements

183

Notes to the Company

financial statements

185

Financial performance measures

190

Additional information

Appendix

197

Glossary of Terms - Technical

199

Glossary of Terms - Financial

201

Advisers and corporate information

202

Group directory

203

Related undertakings

204

Branches and representative offices

205

Strategic report

Our operations

Key

Head offices

Design and Test

Sales offices

USA

Europe

Asia Pacific

17

Countries

37

Locations

2,286

Employees

Dialog Semiconductor Plc

Who we are

Innovation for a connected  world 

We are a fabless semiconductor company primarily focused on the development of highly-integrated and power-efficientmixed-signal Integrated Circuits ("ICs") for consumer electronics and high-growth segments of automotive and industrial end-markets.

Our passion for innovation and entrepreneurial spirit ensures we remain at the forefront of power-efficient semiconductor technology for the Internet of Things ("IoT"), mobile computing, automotive, and industrial.

Learn more about Dialog Semiconductor online at

www.dialog-semiconductor.com

Annual report and accounts 2020

Highlights 2020

Financial highlights

Revenue

US$1,376m

(12)% year-on-year (2019: US$1,566m)

Gross margin

49.3%

(2019: 54.2%)

Operating margin

8.8%

(2019: 24.3%)

Diluted EPS

US$1.17

(2019: US$3.96)

Cash flow from operating activities

US$142m

(2019: US$496.5m)

Sustainability highlights

GHG per employee (CO2 tonnes)

0.67

(2019: 2.35)

Number of supplier audits

20

(2019: 31)

Employee turnover (%)

9.0%

(2019: 10.0%)

Economic value distributed (US$ millions)

1,275

(2019: 1,321)

report Strategic

Underlying revenue

US$1,376m

(3)% year-on-year (2019: US$1,420m)

See more about our investment case page 04.

Underlying gross margin

50.6%

(2019: 49.8%)

Underlying operating margin

21.6%

(2019: 22.8%)

Underlying diluted EPS

US$3.32

(2019: US$3.47)

Revenue excluding licensed main PMIC products

US$1,013m

+27% year-on-year (2019: US$794m)

The 17 UN Sustainable Development Goals ("SDGs") promote sustained and inclusive economic growth, social development and environmental protection in the interest

of creating a world that is just, equitable and inclusive.

Dialog supports the SDGs with our existing programmes. In this report we have mapped the outputs of our business model and our activities to the SDGs.

We focus our efforts on delivering positive impacts against the following six SDGs in particular, which are referenced throughout this report:

Operational highlights

Employees

2,286

(2019: 2,036)

Customer concentration

62%

(2019: 72%)

Engineering talent ratio

78%

(2019: 77%)

On Time Delivery performance

99.9%

(2019: 99.9%)

Underlying measures of performance are non-IFRS measures because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS or are calculated using financial measures that are not calculated in accordance with IFRS. We do not regard non-IFRS measures as a substitute for, or superior to, the equivalent IFRS measures. Non-IFRS measures presented by Dialog may not be directly comparable with similarly-titled measures used by other companies.

An explanation of the adjustments made to the equivalent IFRS measures in calculating the non-IFRS measures and reconciliations of the non-IFRS measures to the equivalent IFRS measures for each of the periods presented are set out in the section entitled "Financial performance measures" on pages 190 to 196.

01

Strategic report

Dialog Semiconductor Plc

At a glance

Our power-efficientmixed-signal ICs are increasingly used, enabling energy efficiency to improve across a wide range of consumer, industrial and automotive applications.

Our segments

The Group's organisational structure was updated in Q4 2020. This change is aligned with our growth strategy and the diversification of our business into the industrial market.

We have created a new reporting segment called Industrial IoT which groups the businesses from the acquisitions of Creative Chips GmbH and Adesto Technologies Corporation.

Underlying revenue and underlying operating profit/loss are the measures presented in the Group's segment disclosures. Details of the goodwill movements can be found in note 14 page 152.

Business segments

Percentage of Group

Year-on-year underlying

underlying revenue in 2020

revenue (US$m)

(16)%

Custom

58%

2020

805

2019*

962

Mixed Signal

2018*

1,042

Read more in our

segment review on page 58

Underlying revenue by segment

4

5

3

2

1

Total Group revenue

US$1,376m

1

Custom Mixed Signal

58%

2

Advanced Mixed Signal

20%

3

Connectivity & Audio

14%

4

Industrial IoT

5%

5

Corporate and other

3%

+8%

20%

2020

275

Advanced

2019*

253

Mixed Signal

2018*

245

Read more in our segment review on page 60

+6%

Connectivity

14%

2020

196

& Audio

2019*

184

2018*

154

Read more in our

segment review

on page 62

Total Group revenue was US$1,376 million. See explanations and reconciliations to the nearest equivalent IFRS measures in the section entitled "Financial performance measures" on pages 190 to 196.

02

nm

Industrial IoT

5%

2020

65

2019*

2

Read more in our

2018*

0

segment review

on page 64

Annual report and accounts 2020

Our position in the industry value chain

IP vendors

SOC/Semiconductor

design vendors

Semiconductor

Foundries

Packaging and test

Customers

End-consumer

IP, software and

design tools

Materials vendors

Manufacturing

(manufacturing

(OEMs and ODMs)

of semiconductors)

equipment vendors

Description

Key products

report Strategic

Our custom mixed-signal solutions are highly-integrated single chip solutions that provide advanced performance for mobile devices, automotive infotainment systems, wearables, hearables, gaming, and other consumer devices. These custom solutions are broadly classified under Power Management ICs ("PMICs"), Battery Management ICs ("BMICs"), and Display Power ICs ("DPICs"). Our PMICs integrate numerous complex power converters and other functions to provide small, cost-effective and efficient solutions. Our BMICs are optimised for the consumer's demand for safe and fast charging, as well as extended battery life. Our DPICs integrate all the sophisticated power converters and control functions needed to drive today's advanced screens for contrast and power optimisation in mobile and consumer devices.

Configurable Mixed-signal ICs ("CMICs") can integrate many system functions while minimising component count, board space and power consumption. We also provide AC/DC controller solutions which enable fast and efficient charging for portable applications and LED drivers for display backlighting and Solid State Lighting ("SSL").

We provide short-range wireless connectivity solutions that deliver outstanding performance and power efficiency. Our highly-integrated Bluetooth® low energy ("BLE") SoC delivers small and power-efficient BLE solutions, enabling low system costs.

Our Wi-Fi SoCs provide industry-leading power consumption, enabling year-long battery lifetime in many IoT applications.

Our Digital Enhanced Cordless Telecommunications ("DECT") and audio products enable a range of professional audio applications and high-end consumer headsets.

A product portfolio at the core of Industrial IoT enabling factory and building automation such as non-volatile memory ("NVM") ICs, industrial comm ICs, custom designed ASICs, M2M, IP and embedded systems, servers and software. Our product portfolio enables our customers to tune and optimise their entire system as well as establish reliable and easy communications for industrial networks and devices.

  • Custom PMICs for consumer products.
  • BMICs to manage and charge battery powered devices.
  • DPICs for advanced mobile and consumer displays like OLED and µLED.
  • Sub-PMICsfor high-performancemulti-coreSystem-on-Chip ("SoC") based systems.
  • ICs for gaming, solid state drives, wearable and hearable applications.
  • Automotive grade PMICs for ADAS ("Advanced Driver-Assistance Systems"), in-vehicle infotainment, and cluster systems.
  • Motor control ICs (automotive).
  • CMICs.
  • AC/DC power conversion ICs for mobile and embedded power applications.
  • LED drivers for direct backlighting for TVs, monitors and automotive.
  • SSL LED drivers, including ASIC controllers.
  • PMICs for battery and tethered applications.
  • Sub-PMICsfor high-performancemulti-core SoC based systems.
  • Bluetooth® low energy ICs.
  • Low power Wi-Fi SoCs.
  • Voice over DECT for cordless phones and professional audio applications.
  • Digital audio and audio CODEC ICs for headsets and headphones.
  • Audio CODECs for computing, portable media players and audio accessories.
  • NVM memory ICs.
  • Communications ICs.
  • Industrial edge computing solutions (hardware and software).
  • Silicon IP.
  • Restated to reflect the segment reorganisation and measurement changes.

03

Strategic report

Investment case

A growing

Dialog Semiconductor Plc

Structural growth

business

built on

 innovation 

  • Our low power and mixed-signal technical competencies are aligned with secular trends in efficient power management and power-efficient technologies in connected ("Internet of Things") devices, mobile, automotive, computing and industrial.

Read more about our industry drivers on pages 18 and 19

Year-on-year revenue growth in 2020

(excluding legacy licensed main PMIC products)

+27%

Solid competitive positioning

  • The quality of our products is rooted in deep and focused R&D investment and intellectual property.
  • Our engineers deliver technical excellence and high levels of integration through short design cycles.

Read more about our competitive advantages on pages 10 and 11

Expensed in R&D in 2020

US$326m

Number of employees in engineering functions in 2020

1,791

High returns, strong cash generation

  • We outsource the production of our semiconductors to leading foundries. Our high-touch fabless model enables a low capital intensity business.
  • The combination of low capital intensity and rigorous working capital management results in strong cash flow generation.
  • Although reinvesting in the business is a priority, we seek to consistently return excess cash to shareholders through share buybacks.

Read more about cash flow on page 72

Free cash flow in 2020*

US$92m

Share buyback in 2020

US$80m

Support organic and inorganic expansion

  • Free cash flow is a non-IFRS measure. See "Financial performance measures" on pages 190 to 196.

04

  • We reinvest our cash in organic and inorganic initiatives which aim to enhance our competitive advantage, expand our technology portfolio and our customer base.

Read more about our KPIs on pages 54 to 57

Number of sales opportunities with a value higher than US$250k

1,005

Cash allocated to acquisitions in 2020

US$500m

Annual report and accounts 2020

Our entrepreneurial and collaborative culture support the success of our business

report Strategic

The power

The power

of Agility

of Difference

We believe in being

We care about our impact and

entrepreneurial, always

know that we make a difference

moving and decisive:

to our customers and their

delivering excellence,

end-consumers, to employees

and keeping things simple.

and society.

The power of Many

We are at our best when we work together, across geographic and cultural boundaries. This is about sharing ideas, challenging each other and building strong relationships with our customers, employees and suppliers.

The power of Ideas

We have a passion for innovation and thrive on new ideas. This is about pushing boundaries and taking pride in new approaches.

Successfully executing our strategy over the last three years

2018

2019

2020

% of Group revenue excluding licensed business

40%

55%

74%

Customer concentration

70%

66%

56%

Revenue growth (excluding licensed business)

-

+38%

+27%

Underlying gross margin

46.3%

49.8%

50.6%

Underlying operating margin

19.5%

22.8%

21.6%

We are building a diverse mixed-signal business

2018

2019

2020

1,442

867

149

426

1,566

146

626

315

+112%

448

+5%

1,376

363

407

+29%

495

+10%

70%3

Perpetual IP licence

Strategic Growth Initiatives1

Licensed main PMICs

New custom mixed-signal products2 for our largest customer

AMS, C&A excluding FCI, and other mixed-signal products in CMS.

66%3

56% of revenue3

  1. Includes licence revenue from our largest customer as well as revenue from the acquisitions of FCI, Creative Chips and Adesto Technologies.
  2. Includes revenue from other mixed signal products from our largest customer reported in CMS
    (i.e. excluding licensed main PMICs).
  3. Revenue from our largest customer recognised in Custom Mixed Signal as a percentage of total Group revenue.

05

Strategic report

Dialog Semiconductor Plc

Chairman's statement

Promoting the long-termsuccess of our Company 

Fellow shareholder, 2020 was an extraordinary year where we grappled with the Covid-19 pandemic and the exceptional challenges brought in by the lockdown and subsequent social restrictions.

It has also been an extraordinary year for our industry, when our contribution to society took centre stage in our daily lives. Alongside this, the financial performance of the business was strong. Excluding the revenue from licensed main PMICs, the business grew 27% year-on- year. Additionally, in 2020, we returned US$80 million to shareholders through our share buyback programme.

The exceptional challenges we faced in 2020 drew a sharp focus on the importance of promoting the long-term success of the Company and ensuring consideration was given to the interests of our stakeholders.

Our culture and employees

The Board and our employees live by our four "powers" upon which our entrepreneurial and collaborative culture is built (see page 05). The commitment and engagement of our 2,286 colleagues have always been key to our success.

No more so than in 2020, where most of our employees worked remotely, demonstrating their capacity to adapt and innovate as well as the strength of our collaborative and entrepreneurial spirit.

Throughout this tumultuous year, we continued to engage with our employees, albeit remotely, having frequent updates on how they navigated the evolving restrictions and most importantly, seeking their feedback, on remote working practices and wellbeing.

06

Annual report and accounts 2020

We are executing on our plan to build a diverse and sustainable mixed-signal business, building on the strength of our power-efficiency capabilities.

report Strategic

The ability to retain and develop our talent is key to the successful execution of our growth strategy and the long-term sustainability

of the business. For this purpose, our human resources effort is focused on these two areas.

Since the first lockdowns in March 2020, our travel plans for the year were cancelled. As a result, we missed the personal interaction that we so value when the Board undertakes site visits. Nonetheless, Nick Jeffery, our designated director for employee engagement, held virtual meetings with employees based in the US, Austria and Taiwan.

Read more about our employees on pages 34 to 37

Relationships with customers, partners and communities

Strong and responsible relationships with customers, partners and communities are part of our DNA.

Our collaborative values extend to the way we engage with our stakeholders and have resulted in the development of leading technology, product quality and product excellence.

In 2020, following the closing of the acquisition of Adesto Technologies Corporation ("Adesto"), we welcomed over 5,000 customers and new business partners.

One of the main advantages of our fabless business model is the strong and responsible relationships with the supply chain, to which we extend the promotion of responsible business practices. Every year, we audit our manufacturing partners and consistently increase the level of scrutiny. In 2020,

we undertook 20 audits. The increasing requirements of these audits coupled with continuous improvement programmes resulted in a lower number of major negative audit findings than in 2019. In line with our policy, we followed up the resolution of any findings.

Read more about our value chain on pages 46 to 49

The benefits of technology to our society have never been so clear than in 2020. Our sustainable investment in innovation results in technologies and products which play an important role in consumer applications such as tablets, notebooks, and wearables. These applications enabled society to work and learn from home, as well as stay healthy.

Our innovation in power-efficient and highly integrated semiconductors contributes to the reduction of power consumption and materials in consumer electronics. This, alongside economic growth and support to quality education represent our main contribution to society. As an innovative leading European semiconductor company, we seek to engage with universities and professional bodies, supporting the development of students and professionals. Additionally, in 2020 we contributed approximately US$1.3 billion to a range

of stakeholders, including employees, tax authorities and local community projects across the world.

Read more about our societal benefits on pages 42 to 43

Building a constructive dialogue with shareholders and investors

The Board is committed to engaging in constructive dialogue with shareholders. Ahead of the 2020 AGM I sent a letter to our main shareholders, giving them the opportunity to raise any concerns.

In March 2020, following the engagement with shareholders in relation to the 2019 remuneration policy we published a note providing some additional insight into the primary drivers of shareholder feedback and considerations taken by the Board as a result of it.

Throughout the year, the CEO, CFO and other members of the executive team engaged with investors remotely and hosted a number of webcasts providing further insight to the long-term opportunities in our business.

Read more about our engagement with shareholders on page 27

Governance and oversight

Our ability to create value for our stakeholders is heavily linked to our commitment to high standards of corporate governance. The Board and I feel we have the right balance of skills, experience and backgrounds to oversee the evolution of our strategy and to challenge the Management Team. As a Board, we evaluate changes in best practice, including the growing focus on ESG and sustainability.

The Board is aware that our approach to governance can only be evaluated if we provide high levels of transparency.

In 2020, for the first time we reported on the associated climate change risks and opportunities following the recommendations of the Task Force on Climate-Related Financial Disclosures ("TCFD"). In addition, to continue enhancing our disclosure and levels of accountability, in this year's report we made further progress towards integrated reporting, providing a single simplified message to our stakeholders of all the sources of value creation and preservation.

As we move into 2021, we will continue to look to refine our governance framework.

Recommended cash offer

On 8 February 2021, the boards of Dialog and Renesas Electronics Corporation ("Renesas") reached an agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of the Company for €67.50 per share, representing a total equity value of approximately €4.9 billion (US$5.9 billion).

The Acquisition is governed by the UK City Code on Takeovers and Mergers and is expected to be implemented by means of a UK Scheme of Arrangement. The Acquisition will be conditional on approval at a shareholder meeting of Dialog and at a UK court meeting, as well as several regulatory approvals.

Our business would not be possible without the commitment and passion of all our colleagues, and the Board would like to express its sincere thanks for their hard work during a particularly exceptional period.

Sincerely,

Richard M. Beyer

Chairman

07

Strategic report

CEO Q&A

Executing our plan to build a diverse business 

Dear shareholder, 2020 was an extraordinary year where we successfully navigated the challenges and uncertainty brought in by the Covid-19 pandemic.

08

Dialog Semiconductor Plc

The health and safety of our employees and business partners has been of paramount importance since the beginning of the pandemic. Most of our employees worked from home throughout the year, in line with national or local guidelines, and the Employee Assistance Programme provided support

to get through these challenging times. The dedication, commitment and flexibility of all our employees enabled us to run the Company remotely and provide excellent support for our customers.

The disruption caused earlier in the year to our customers' contract manufacturers resolved successfully as the lockdown restrictions eased and the level of customer engagement continued throughout the year as planned. Although consumer demand in certain segments was impacted by the pandemic, our business also benefited from the shift to work and learn from home.

The operational flexibility and financial resilience of our fabless business model was a key advantage in 2020. Together with our strong balance sheet and liquidity, the Company continues to be well placed to successfully navigate the challenges brought by the ongoing lockdown restrictions.

Last but not least, we are a business built on innovation, and as such, we continued to invest in the development of new products to generate future revenue growth. Our talent, leading power-efficient expertise and collaborative culture give me confidence

in the future of our business.

2020 was the second year of our plan to become a more diverse mixed-signal business. We did so with confidence in the future, expanding into the industrial IoT market with the acquisition of Adesto Technologies, and delivering an excellent Group financial performance. Group revenue in 2020 was US$1,376 million and underlying operating margin was 21.6%. Operating margin was 8.8% and included a US$44.9 million impairment loss in relation to the goodwill recognised in the acquisition of Adesto. In 2020, the business delivered 27% year‑on‑year revenue growth excluding revenue from licensed main PMIC products. Group revenue in 2020 was 12% below

2019 mainly due to US$146 million one-off licence revenue in Q2 2019, from the licensing agreement with our largest customer.

Our DNA is built on collaborative innovation. Dialog has developed leading mixed-signalpower-efficient technology, working closely with customers, suppliers and other stakeholders. The length and quality of our customer relationships, the commitment of our employees and a strong collaboration with our foundry, test and packaging partners are a testimony of this approach. The Company values are lived daily by employees, management and

Annual report and accounts 2020

report Strategic

the Board: being open, entrepreneurial and collaborative, and understanding that together we make a contribution to society which goes beyond the generation of economic value. This has never been more clear than during the exceptional circumstances we lived through in 2020.

  1. How would you describe Dialog's financial performance in 2020?

I am very pleased with the financial performance of the business in 2020. Underlying revenue was down 3% but excluding the contribution of licensed main PMIC products, revenue was up 27%. During the year, we delivered US$121 million operating profit, US$297 million on an underlying basis. In addition, the business generated US$142 million cash flow from operating activities.

We are gradually rebalancing the end- market footprint of the business, reducing its exposure to the smartphone market. In 2020, consumer demand improved for applications linked to the shift to working and learning from home, i.e. tablets, notebooks and wearable devices. Custom Mixed Signal revenue in 2020 was 16% below 2019 due to the decline from licensed main PMIC products. Excluding this, revenue was up 31% year-on-year.

The number of connected devices increased during the year which resulted in the expansion of the Bluetooth® low energy market. In this context, we continued to invest in the development of new Bluetooth® low energy ("BLE") and audio products to take advantage of market opportunities and position the segment for higher revenue growth and profitability over the coming years.

Across a range of end-markets, customers value the benefits of our Configurable Mixed‑signal ICs, which delivered 27% year‑on-year revenue growth. The adoption of LED backlighting slowed down during 2020 due to impact on the high-end TV market from the cancellation of live sports. Advanced Mixed Signal grew 8% year-on-year while we continued to expand the product pipeline to support future revenue growth.

  1. How would you describe Dialog's competitive position in consumer

Internet of Things ("IoT")? The IoT market continues to gather momentum. In 2020, we expanded our range of Bluetooth® low energy products with the introduction of BLE TINY™ and the first combo Wi-Fiand BLE module, purpose built for battery-poweredIoT applications, such as connected door locks, thermostats, and security cameras. Our VirtualZero™ technology enables the industry's lowest level of power consumption for Wi-Ficonnectivity, delivering up to five years of battery life in many use cases.

  • See full explanations and reconciliations on pages 190 to 196.

We expect the LED backlighting segment to gradually recover in 2021, as new smart TV models come to market. Our technology meets today's High Dynamic Range ("HDR") requirements and is well placed to benefit from new opportunities in micro-LED displays.

The investments we made in the last two years will position the business to maximise the revenue growth opportunity in the coming years.

  1. Is mobile a target end-market for Dialog?

Although we are rebalancing our exposure to mobile, it remains an important end-market for the Company. With the increasing power and battery requirements of 5G phones, our deep expertise and IP in mixed-signal semiconductors are aligned with customer requirements for energy-efficient and configurable products.

To support the expansion of our business into new areas, in 2020 we introduced next generation battery management solutions for mobile which were developed organically and will ramp in H2 2021. We also continue to hold a strong market position in AC/DC power conversion for travel adapters. Rapid charge technologies continue to be adopted across Asian markets and we remain focused on supporting our mobile customers on the roll out of High Power Density technology.

  1. Is the Company considering

further acquisitions?

In 2020, we acquired Adesto, a leading provider of innovative custom integrated circuits ("ICs") and embedded systems for the Industrial Internet of Things ("IIoT") market. This acquisition broadens and enhances our presence into the industrial market with a range of connectivity products highly-optimised for building and industrial automation. This builds on the acquisition of Creative Chips, supporting our growth strategy and accelerating the diversification of our business.

We continue to work hard to create new revenue growth opportunities. M&A remains one of our key strategic initiatives and will further contribute to enhance our competitive advantages, expand our product portfolio and addressable markets, and reduce customer concentration.

  1. It seems that 2020 has been a

pivotal year for sustainability in the financial markets. What are the main sustainability priorities for Dialog?

As a participant in the United Nations' Global Compact - to which we have committed since 2012 - we continue to apply sustainability management standards in the pursuit of our business ambitions.

The key sustainability priorities haven't changed in 2020. Our employees, innovative power- efficient products, and a responsible supply

Underlying operating profit

US$297m

(Operating profit US$121m*)

Underlying gross margin

50.6%

(Gross margin 49.3%*)

Year-on-year revenue growth excluding licensed PMIC products

+27%

chain are vital for the long-term success of our business. Retaining and developing our talented employees and a focused R&D approach is vital for innovation. To support the next level of innovators, Dialog remains committed to promoting STEM subjects, particularly amongst female students.

Our collaborative business approach and commitment ensures we play an active role in promoting high standards of business conduct across the value chain.

In 2020, we reported risks and opportunities associated with climate change following the recommendations of the TCFD

(see pages 30 to 31).

  1. Is there anything else you would like to add?

2020 was a challenging year but we successfully ran the Company remotely thanks to the commitment and flexibility of all our employees. I am extremely proud of all our employees for their hard work and dedication through these exceptional times.

This has allowed us to continue providing excellent customer support and generate a healthy pipeline of new opportunities across a multitude of customers for 2022 and beyond, including exciting new areas such as battery management, display and audio.

We are building a more diverse, vibrant and ambitious mixed-signal business, strongly focused on power-efficient technologies which will continue to create long-term sustainable value for our shareholders and other stakeholders.

I look forward to the future with confidence.

Dr Jalal Bagherli

Chief Executive Officer

09

Strategic report

Dialog Semiconductor Plc

Our business model

How we

Inputs

Business process

monetise our

Our people and culture

Financial flows

 business 

supported by

Highly skilled engineers

and talented employees

entrepreneurial values.

Investment phase

We typically invest in R&D up to 18 months ahead of product launch and we recover our investments through the sale of our semiconductors. Our customers' consumer product cycles typically range from one to three years. In automotive and industrial, product cycles can extend to ten years. This, together with the strength of our customer relationships, means the Company typically has long-term visibility of business opportunities and revenue streams; a rare characteristic for semiconductor companies operating in consumer markets.

Products, IP and know‑how

We invest in new product development and seek to ensure that our intellectual property ("IP") is adequately safeguarded.

Short development times.

Focused R&D* investment

in target markets

18% - 20% of revenue.

A fabless business model based on differentiated best-in-breed products and tier one customer penetration results in high volumes, longer-term revenue streams, and ultimately in strong cash generation. On the other hand, our relatively high customer concentration can lead to significant fluctuations in revenue based on customer success and sourcing strategies. Dialog seeks to minimise its environmental footprint. Risks and opportunities related to climate change are included on page 30.

Robust and responsible value chain

We promote responsible practices internally and across our value chain, which is composed of the leading foundries, assembly and test companies in

the industry.

Investment phase

Low capital intensity.

Variable cost of goods sold. Underlying gross margins* 50% - 53%.

Aligned interests

Dialog's development of market-leading innovative products seeks to generate profitable revenue streams and create long- term value for our shareholders. We achieve this by setting stretching performance targets, which align with shareholders' interests, and then motivate our executives and employees to achieve those targets with appropriate incentive arrangements. The remuneration policy is set out in greater detail within the Directors' remuneration policy on pages 100 to 105.

Customer relationships A close R&D collaboration with the leading electronics companies is at the heart of what we do.

Strong balance sheet

A strong balance sheet and cash flow generation gives us the flexibility to pursue our growth strategy.

Revenue generation

Long-term visibility.

Long-term revenue target of mid-teens percentage growth excluding revenue

from licensed main

PMIC products.

Reinvestment

Strategic growth initiatives

including M&A

10

Annual report and accounts 2020

Outputs

Design cycle

The reciprocal cooperation with customers and fabrication

Highly engaged, motivated

partners and decentralised R&D approach enhances our

and diverse workforce

6-18 months

innovation capacity.

9.0%

In the consumer electronics market, such as mobile, computing and

We develop our

IoT, product development times are short due to rapidly evolving

consumer products in

consumer requirements. In other markets such as automotive and

Employee turnover in 2020

industrial, product development times are longer.

short and collaborative

Our customers' requirements are a vital source of information for

design cycles.

Read more about our KPIs

We operate in a

the development of new products. For the design of Application

on pages 54 to 57

Specific IC ("ASIC") solutions, we engage with our customers as

competitive and

an "extended R&D team", delivering differentiation in short design

changing market and

cycles. Direct input from existing or potential new customers is also

are able to respond

vital for the development of our standard products.

Our passion for innovation is reflected in the commitment to our

quickly to evolving

New IP and power-efficient

customer requirements.

people, our products and intellectual property ("IP"). Our ability to

differentiated mixed-signal ICs

recruit, retain and develop new talent is vital to generating innovation

1,250

in power-efficient and highly-integrated products. We seek to ensure

that our IP is adequately safeguarded.

Inventions for which we are

Manufacturing

We have developed a strong and responsible relationship

pursuing or have already obtained

with our foundry, test and packaging partners.

patent protection

cycle

We outsource production to industry-leading wafer foundries such

Read more on pages 44 and 45

3 months

as TSMC and UMC. This approach enables flexibility to deploy

advanced production processes and maintain low capital intensity.

We work closely

Our assembly and test partners are leading companies such as SPIL,

ASE and UTAC. Although fabless, we are responsible for delivering

Sustainable

with leading and

our products to customers.

responsible production

Our Global Operations and Quality functions have teams based at

partner relationships

partners - "high-touch

our partners' manufacturing sites. We maintain deep expertise on

99.9%

fabless model".

advanced processes, test and packaging development in our own

We outsource production

teams ("high-touch"). In order to meet our stringent product quality

and qualification requirements, all test programmes are developed

On Time Delivery

to industry‑leading wafer

and maintained by our Test and Product teams and deployed to our

foundries, assembly

partners. This approach enables a continuous quality improvement

Read more on pages 46 to 49

and test partners.

process and delivers high levels of assurance to us and our

customers regarding the potential risks they are exposed to through

the supply chain.

We promote responsible business practices internally and across our

value chain. An efficient and responsible supply chain is important

to us and our customers. Climate change related risks to our supply

Close and longstanding

chain are included on page 30.

customer relationships

62%

Customer concentration

Product cycle

Dialog's focus and expertise in power management and

Read more on pages 38 and 39

power-efficient semiconductors contributes to better

1-10 years

energy efficiency and lower power consumption for a range

of applications in IoT, computing, mobile, industrial and

We focus on highly-

automotive markets.

Our integrated design approach helps to reduce component size and

integrated power

number, meaning our customers can reduce materials consumption,

management and

High returns and strong

costs, maximise energy efficiency and performance, and accelerate

low-powermixed-signal

their go-to-market.

cash flow generation

ICs for our target end-

Our customers are attracted by the quality, performance and energy

US$92m

markets.

efficiency of our products which are subject to a significant body of

Our integrated design

technical, legal, social responsibility, and quality control requirements

approach helps to

defined by our customers.

Free cash flow generation in 2020

reduce component

Read more about our KPIs

size and number,

on pages 52 to 55

which improves the

energy efficiency of our

customers' products.

Our business model is underpinned by our values. Read more on page 05.

* See explanations and reconciliations to the nearest equivalent IFRS measures on pages 190 to 196.

report Strategic

11

Strategic report

Dialog Semiconductor Plc

Our growth strategy

Generating

new revenueDeliver continuous innovation 

 opportunities 

Our ambition is to build a leading and vibrant mixed- signal business, enhancing the usability, effectiveness and sustainability of

a range of consumer, industrial and automotive applications.

We made good progress in 2020 on the key business initiatives supporting our strategic priorities, particularly in the expansion of our business into Industrial IoT with the acquisition of Adesto.

The strategic framework aims to give a comprehensive view of our business and the links between our capital allocation framework, growth and business diversification initiatives, main risks, and the progress made during the year.

The remuneration framework is aligned to our growth and diversification strategy. For example the annual bonus calculation includes a 15% weighting on revenue and a 25% on diversification. For further details see page 99.

Read about Managing risk and uncertainty on pages 75 to 83

Why it is important Innovation is at the core of our business. Our top talent and

Growth and diversification strategy

Capital Allocation

Business/Strategic

Framework

initiatives

Leveraging our

technologies and

expertise into other

end-markets

Innovation

Extend our

New product

product

Expanding our

development

portfolio

product portfolio into

consumer IoT

Addressing market

adjacencies in mobile

and consumer IoT

Inorganic

Broadening our

Creating a

new business in

expansion of the

customer

industrial IoT

business M&A

base

Consistent return

of capital to

Four Pillars of our Strategy

shareholders through

share buybacks

12

technology, paired with an innovative product development philosophy and focused

R&D investment, enables Dialog to deliver high value to our customers.

How we measure our progress

US$326m

Expensed in R&D programmes during 2020, an increase of 4% compared with 2019.

Read more on this strategic priority in action on

p14

Annual report and accounts 2020

report Strategic

Focusing on

Extend our product

Achieve a

strategic initiatives

portfolio 

broader and deeper

and M&A 

customer base

Why it is important

We support the expansion of our business through a combination of inorganic initiatives, such as investments in new technologies, establishing partnerships and M&A.

Why it is important We aim to continuously extend our product portfolio of highly‑integrated mixed‑signal, power-efficientproducts.

This helps us to diversify, open up new addressable markets, and stay ahead of the competition.

Why it is important

The quality of our products has attracted the leading brands in each of our markets. We want to maintain and grow those strong relationships while further diversifying our customer base by launching new products and opening up new addressable markets.

How we measure our progress

How we measure our progress

In 2020, we broadened our presence in

54

industrial IoT with the acquisition of Adesto.

New products introduced and sold in 2020

with revenues greater than US$200,000.

How we measure our progress

46

New customers welcomed to Dialog with revenues greater than US$200,000. Additionally, we deepened our existing customer base with new ASIC and ASSP products and the acquisition of Adesto.

Read more on this strategic priority in action on

Read more on this strategic priority in action on

Read more on this strategic priority in action on

p15

p16

p17

13

Strategic report

Dialog Semiconductor Plc

Our strategic priorities

Delivering continuous innovation 

Innovation in next generation battery management ICs.

We have leveraged our expertise in highly- integrated, power-efficient solutions to create next generation battery management products which can help our customers differentiate and enable a fast go-to-market.

Battery management systems inside portable applications can integrate key functions like in-device battery charging, careful monitoring of the battery, and safety protective features. Innovation is driven by strong consumer desire to charge devices faster, the ability of travel adapters to deliver more power, and systems that safely and efficiently handle the higher power and energy delivery.

Progress in 2020

  • Dialog collaborated with TDK Corporation, a global leader in electronic solutions for the smart society, to include Dialog's GreenPAK™ technology
    with TDK's latest series of µPOL™ power solutions, to create the world's first single-integrated system power sequencing solution. The combination of our GreenPAK™ technology with TDK's point-of-load solutions results into a fully integrated, reliable power sequencing system that is cost- and power-efficient.
  • The DA14531 SmartBond TINY™ module was specifically optimised to significantly reduce the cost of adding BLE functionality to an IoT system. Its easy-to-use design and software allow developers to quickly and intuitively develop highly functional connected devices, targeting the next generation of connected consumer, connected medical, smart home and smart appliance applications.

Key risks

  • Dependency on mobile and consumer electronics.
  • IP protection.
  • IP infringement.

How we measure our progress

US$326m

Expensed in R&D programmes during 2020, an increase of 4% compared to 2019.

2020

326

2019

314

2018

326

78%

Engineering talent ratio

(2019: 77%; 2018: 76%)

1,250

Inventions for which we are pursuing or have already obtained patent protection

(2019: approximately 1,080;

2018: approximately 860)

14

Annual report and accounts 2020

report Strategic

Focusing on strategic initiatives and M&A 

The acquisition of Adesto in 2020 broadened our presence in the industrial IoT market.

This acquisition accelerated Dialog's expansion into the growing IIoT market that enables smart buildings and industrial automation, seamlessly driving cloud connectivity.

Headquartered in Santa Clara, California, Adesto had approximately 270 employees and an established portfolio of industrial solutions for smart building automation that fully complements Dialog's manufacturing automation products. Adesto's solutions are sold across the industrial, consumer, medical, and communications markets.

Progress in 2020

  • FusionHD™ NOR flash memories were qualified for use with Dialog's SmartBond™ DA1469x family of BLE microcontrollers. With the combined solution, customers can deploy the latest BLE technology while keeping power consumption to an absolute minimum in a wide range of industrial and connected consumer applications.
  • EcoXiP™ octal xSPI non-volatile memory ("NVM") was optimised to be used with Renesas' RZ/A2M Arm® -based microprocessors (MPUs). Customers of the RZ/A2M, which is designed for high-speed processing of embedded AI imaging in smart appliances, service robots, and industrial machinery, can take advantage of the lowest power octal xSPI NOR flash device.

Key risks

  • Human capital.
  • Dependency on key customers.
  • Dependency on mobile and consumer electronics.
  • Mergers and acquisitions.

Cash allocated to acquisitions

US$500m

2020

500

2019

140

2018

13

15

Strategic report

Dialog Semiconductor Plc

Our strategic priorities

Extending our product portfolio 

Applying our mixed-signal expertise into the development of new products.

Extended our IoT connectivity portfolio with the new low-powerWi-Fi SoC.

Introduced the DA16200, a highly-integrated,low-powerWi-Fi networking SoC, and two modules that leverage Dialog's VirtualZero™ technology to deliver a breakthrough in battery life for Wi-Fi connected, battery- powered IoT devices such as door locks, thermostats and security video cameras.

Progress in 2020

  • We launched the SLG47004, Dialog's first Advanced Analog GreenPAK™ IC which integrates operational amplifiers and digital rheostats, allowing for unique custom analog ICs to be designed fast.
  • The DA16200 SoC was our first low-powerWi-Fi and BLE combo, pointing the way for a new wave of IoT connectivity. This SoC was purpose built for battery powered IoT applications, including connected door locks, thermostats, security cameras and other devices that require an "always on" Wi-Fi connection, but may be only used occasionally.
  • We launched a new member of the audio CODEC family delivering groundbreaking active noise cancellation. The DA7403 also delivers a multi microphone beamforming which improves voice calls in noisy environments. New market trend
    for digital headsets for smartphone aftermarket using Bluetooth®, with rapid market expansion for the new generations of True Wireless Stereo ("TWS") earbuds.

Key risks

  • Human capital.
  • Information technology and security.
  • Dependency on mobile and consumer electronics.
  • Supply chain interruption.
  • Quality assurance.
  • Return on research and development investment.

How we measure our progress

54

New products introduced and sold in 2020 with revenue greater than US$200,000.

2020

54

2019

56

2018

48

16

Annual report and accounts 2020

Achieving a broader and deeper customer base

We expanded our collaboration with Renesas as preferred power solution provider for automotive platforms.

Building on the collaboration between the two companies on the Renesas' R-Car Gen 2 and R-Car H3 platforms, the power solutions for the R-Car M3 and R-Car E3 platform include the DA9063-A system PMIC and the DA9224-A sub PMIC.

The expanded collaboration between Dialog and Renesas enables the leading automotive tier one suppliers to deliver differentiated, reliable, high-performance and cost-effective electronic systems based on the industry leading R-Car platforms.

Progress in 2020

- We launched our IoT Partner Programme, which gives systems integrators and solutions providers access to Dialog's SmartServer IoT edge server and open software suite. This programme equips system integrators and solution providers with an open, secure and scalable integration platform for automation, energy efficiency, monitoring and control systems.

- We licensed our Non-Volatile Resistive RAM Technology ("CBRAM") to GLOBALFOUNDRIES for 22FDX platform, targeting IoT and artificial intelligence. Low power consumption, high read and write speeds, reduced manufacturing costs and tolerance for harsh environments make CBRAM suitable for a range of applications.

Key risks

- Dependency on key customers.

- Dependency on mobile and consumer electronics.

report Strategic

How we measure our progress

46

New customers welcomed to Dialog in 2020 with revenue greater than US$200,000. Additionally, we deepened our existing customer base with new ASIC and ASSP products, and with the acquisition of Adesto.

2020

46

2019

43

2018

26

17

Strategic report

Dialog Semiconductor Plc

Industry drivers

Semiconductors are the centre of the connected world,  from smart homes to industrial IoT.

Technological advancements in wireless communications, artificial intelligence ("AI"), automotive, industrial automation, and consumer electronics are creating new investment opportunities and growth.

Longer  battery life

Semiconductors are used extensively in all types of electronic devices. The ever-growing data processing, increasing government regulation and consumer demand for long battery life will drive the need for more power- efficient semiconductors.

Rise of artificial intelligence

AI is viewed as a source of differentiation by businesses. The next generation of AI is gradually being embedded in a wide range of applications such as self-driving cars, surgical robots, autonomous drones, and smartphones. Semiconductor chips consume a huge amount of power to do such AI intensive tasks.

Industrial applications

Major drivers within industrial applications include medical electronics, accelerating automation, and adoption of Industry 4.0 technologies in plants.

Enterprises are using AI, robotics, edge computing, and the cloud to make informed, timely decisions. Solutions designed for IIoT use connected sensors and edge devices to help improve product quality and operational efficiency.

18

IoT: Smart connected future

Semiconductors serve as the foundation for enabling a connected world. There will be a major focus on smaller chips that consume less power and provide better support for wireless connectivity. Remote working and home-schooling has stimulated the demand for wired communication as people around the world adopted new ways of working, studying, and communicating.

Technological advances are enhancing connectivity, reducing power requirements, decreasing costs, and promoting the development of more integrated IoT solutions.

Annual report and accounts 2020

Security 

Data security of connected devices is an important area of focus for semiconductor companies. These include home automation systems, wearable devices, and industrial automation products. Semiconductor companies, especially those used in areas such as home security, connected health and industrial automation will need to focus on developing secure chips.

5G and AR/VR technologies

5G will enable an increasing number and range of machines to transmit and receive data.

Major telecommunications companies, together with mobile phone device manufacturers, are releasing 5G capabilities. Alongside this, 5G spectrum availability continued to increase and bandwidth-intensive applications, such as high-resolution video streaming and AR/VR are increasingly popular.

5G

report Strategic

Automotive  industry

The pace of change in the automotive industry is accelerating and the number of connected, electric and autonomous cars is growing.

Manufacturers are required to implement the latest safety, comfort and self-driving features which demand an ever-growing number of ICs. By 2026, IHS Markit forecasts the global market for automotive semiconductors to reach $67.6 billion, a healthy compound annual growth rate of 7% from 2019 to 20261.

Consolidation through M&A

As the semiconductor industry growth slows in certain segments, companies are increasingly turning towards M&A to sustain profitability, seek new sources of revenue, achieve greater economies of scale and reduce revenue volatility through a diversified portfolio of products.

1 Global automotive semiconductor revenue in 2020, iHS Market November 2020.

19

Strategic report

Dialog Semiconductor Plc

Industry dynamics

Top industry dynamics for the next three years

Diverse

Customer

Demands

Most OEMs offer a wide range of electronic applications

to consumers, in some cases requiring a complete system approach to solve all semiconductor requirements.

Implications for Dialog

To meet this challenge, Dialog continues to broaden its product portfolio through a combination of organic development and M&A. Companies are seizing the opportunities to serve new sectors, applications and geographies.

Read more about our customers on pages 38 and 39

Increasing competition for talent

Electronic engineers are in high demand and with the rapid convergence of technologies, winning the future in innovation requires access to top high- tech talent.

Implications for Dialog

For a number of years, Dialog has established policies, processes and a number of programmes to recruit, develop and retain talent globally.

Read more about our people on pages 34 to 37

Cross-border regulations

The global nature of the supply chain and the increasingly complex geopolitical environment are becoming

a concern for our industry.

Implications for Dialog

Our fabless operating model provides our business with the ability to adapt to different trading scenarios whenever they may arise.

Read more about our risks on pages 76 to 83

ASP* erosion

The semiconductor industry is highly competitive, and the price of ICs erodes every year.

Implications for Dialog

Dialog's continuous innovation results in differentiated and innovative power-efficient products which create value for our customers. This helps to offset the price erosion which is intrinsic to our industry. Additionally, with higher volumes, we can negotiate lower prices from our fabrication partners.

* Average Selling Price.

Read more about our segmental review on pages 58

to 65

Focused R&D Semiconductor companies have developed effective crisis management strategies aimed at sustaining innovation, allowing them to sustain a rich and evolving product portfolio, with access to promising IP becoming the basis of competition.

Implications for Dialog

Dialog believes that its future competitive position will depend on its ability to respond to the rapidly changing needs of its customers by developing new designs in a timely and cost-effective manner. Dialog's capital allocation framework positions the company to focus on next-generation products.

Read more about our investment in R&D on pages 44 and 45

Resilient supply chains

In response to the pandemic, risks that were previously unrecognised in the supply chain led many semiconductor companies to reconfigure their supply chains to improve resiliency.

Implications for Dialog

Dialog operates a high-touch fabless business model and has developed strong relationships with foundry, test and packaging partners and value chain management is a particularly important issue for the Company.

Read more about our supply chain on pages 46 to 49

20

Annual report and accounts 2020

Opportunities in our markets

The end-markets in which we operate are below* (market size in US$bn)

Bluetooth® low energy

Custom Power Management

Configurable Mixed-signal ICs

report Strategic

2023

$2.7bn

2020

$1.1bn

35% CAGR 2020-2023

Key drivers

  • Increase in the number of smart connected devices.
  • Very low power data transmission from peripherals to smartphones and tablets.
  • Solutions enabling customers a fast go‑to‑market.
  • Automotive qualified products.

2023

$4.8bn

2020

$4.1bn

5% CAGR 2020-2023

Key drivers

  • Increase in the number of applications using more efficient power management.
  • Increasing daily use of mobile applications.
  • Larger batteries and battery charge time reduction.
  • Industry increase in "always-on" applications.
  • Acceleration of mobile technology into the automotive space.

2023

$4.1bn

2020

$2.0bn

28% CAGR 2020-2023

Key drivers

  • Consumer markets requiring reliable and cost-sensitive products, as well as fast time-to-market.
  • Replacement of discrete components makes CMICs market agnostic.
  • Increasing integration to reduce board space and the number of components.

Automotive - Custom & Infotainment

Low Power Wi-Fi

Charging (AC/DC)

2023

2023

2023

$2.7bn

$1.5bn

$2.1bn

2020

2020

2020

$1.8bn

$0.9bn

$1.8bn

14% CAGR 2020-2023

20% CAGR 2020-2023

5% CAGR 2020-2023

Key drivers

Key drivers

Key drivers

- Increasing electrification of vehicles.

- Increase in the number of smart

- Larger smartphone/mobile device

- Higher levels of data processing

connected devices.

batteries and higher power adapters

requiring more complex and power-

- Increasing number of battery

needed to charge them.

hungry technologies.

operated devices which require

- Consumer demand for faster mobile

- Adoption of latest safety features.

a Wi‑Fi connection.

device charging and smaller travel

- Solutions enabling customers a fast

adapters/power supplies.

go‑to‑market.

Audio

2020 market size

2023 market opportunity

2023

$1.9bn

2020

$1.0bn

24% CAGR 2020-2023

Key drivers

  • Increasing demand for TWS headsets.
  • Increasing adoption of audio features such as noise cancellation.

* IHS Technology October 2019, Q1 2020, and Company estimates.

21

Strategic report

Dialog Semiconductor Plc

Advanced IP and innovation in battery   management 

We are expanding our addressable market and generating growth by leveraging our expertise in highly integrated power-efficient solutions to create next-generation battery management products.

Battery management represents a significant addressable market for Dialog. Our IP and expertise, combined with focused R&D investments have successfully supported the expansion of our business into this market. With differentiated battery management solutions, and a dominant market share in AC/DC converters for travel adapters, Dialog has been winning in mobile and IoT.

Battery management solutions utilise multiple architectures based on inductive switching or capacitive converter topologies. These solutions integrate key functions like in-device battery charging, careful monitoring of the battery, and precise control of the battery operation.

Innovation in this space is fuelled by a strong

Alignment to SDGs

consumer desire to charge devices faster,

the ability of travel adapters to deliver more

power, and systems that safely and efficiently

handle the higher power and energy delivery.

Dialog has developed an end-to-end system, with multiple complementary product families that work together. Our products help our customers to differentiate and enable a fast go-to-market.

Enabling a safer and more efficient battery charging.

22

Annual report and accounts 2020

Differentiation

Dialog IP and expertise in mixed- signal enable our customers to meet consumer's demand to charge a wide range of portable devices safely and fast.

Innovation

Dialog is winning market share in battery management because of the high efficiency power conversion of our products and our ability to customise.

report Strategic

23

Strategic report

Dialog Semiconductor Plc

Expanding into industrial  IoT

In support of our growth and diversification strategy in 2020, we acquired Adesto Technologies, broadening our presence in the industrial IoT market.

Building on the 2019 acquisitions of FCI and Creative Chips, in 2020 we acquired Adesto Technologies a leading provider of embedded systems, innovative custom ICs and specialty memory for the industrial IoT market.

With this acquisition, we expanded our business into growth segments of the attractive industrial IoT market, strengthened our product portfolio with highly complementary products and accelerated our diversification strategy.

Adesto brings to Dialog highly

Alignment to SDGs

complementary products, world-class

IP and comprehensive system expertise.

Our portfolios are a perfect match,

especially as we look to provide even

greater value for industrial customers

who need reliable, efficient and secure

solutions with embedded intelligence.

Full system solutions

By bringing Dialog and Adesto together, we can offer an extended product portfolio and full system solutions, delivering added value to customers and creating stronger and long-standing customer relationships.

24

Annual report and accounts 2020

report Strategic

IP and expertise

We welcomed a highly skilled team of engineers and designers with a proven track record of delivering complex custom mixed-signal ICs and a world-class library of IP assets.

Future opportunities

Adesto's products, expertise and IP create interesting opportunities to unlock future growth and value.

25

Strategic report

Dialog Semiconductor Plc

Who we engage with and why?

Engaging with our stakeholders supports value creation and the long-term success of our business.

Our culture promotes establishing mutually beneficial long-term relationships with our stakeholders, which support value creation. We work with a range of stakeholders to successfully deliver our long-term strategic objectives.

Government/Regulators

Governments and regulators continue to introduce legislation seeking to improve energy consumption and product standards. We also engage with industry bodies and trade associations.

Form of engagement

  • Government consultations.
  • Regulatory enquiries.
  • Global Semiconductor Alliance.

Frequency of engagement

- Ad hoc.

What do they care about?

  • Environmental regulations.
  • Product standards.
  • Sector wide issues.

How do we distribute value created?

  • US$32 million expensed in corporate tax.
  • Active engagement with regulators and any government bodies.

Read more on pages 42 and 43

26

Employees

Our people drive the success of our business. We know the value a diverse workforce brings and our culture supports an inclusive, entrepreneurial, and collaborative environment where everyone can achieve their full potential.

Talent retention and development are vital to generating innovation and the success of our business. High levels of engagement and job satisfaction contribute directly to the success

of Dialog.

Form of engagement

  • Nick Jeffery held virtual meetings with employees in Phoenix, Graz and Taipei.
  • Employee annual reviews.
  • Employee survey.
  • Regular communications on Company intranet.
  • Global sustainability Group representatives from each office.

Frequency of engagement

  • At least monthly.
  • Quarterly Group virtual meetings.

What do they care about?

  • Company strategy.
  • Employee turnover.
  • Learning and development.
  • Terms of employment.
  • Involvement in sustainability activities.

How do we distribute value created?

  • US$357 million expensed in salaries and performance incentive programmes.
  • Training and learning opportunities as well as a range of other employee benefits.

Read more on pages 34 to 37

Customers

We work with the leading consumer electronics companies. Our engagement goes beyond customer satisfaction.

A closed R&D collaboration is at the heart of our customer relations.

Our passion for innovation and the quality of our products are a source of value to our customers.

Customer engagement helps us increase the value we bring into our products and our performance.

Form of engagement

  • Customer service feedback.
  • Customer audit activity.

Frequency of engagement

  • Monthly to annual contact with key customers.

What do they care about?

  • Product design.
  • Product quality and price.
  • Delivery schedules.

How do we distribute value created?

  • Delivering innovative products which enable them to differentiate.
  • Meeting On Time Delivery targets.
  • Delivering excellent customer support.

Read more on pages 38 and 39

Annual report and accounts 2020

Economic value distributed (US$m)

report Strategic

Operating costs

877.0

Employee wages and benefits

357.5

To providers of capital

8.2

To government

32.4

Community investments

0.1

Community

Suppliers

Investors

Our business is grounded in the communities it operates and serves. We work together with universities and professional bodies, as well as local and national organisations.

In 2020, we invested US$89,000 in local community projects across the world.

We aim to make a positive contribution to the communities in which we operate through technological advance and the enhancement of the local skills pool.

Form of engagement

  • Annual report.
  • Community projects.

Frequency of engagement

  • Monthly to annual contact with local communities.

What do they care about?

  • Donations and in-kind support.
  • Sponsorship of female engineering students.
  • Collaboration with UKESF.

How do we distribute value created?

  • Invested US$89,000 in local community projects.
  • Creating stable and high-quality jobs.

Read more on pages 42 and 43

We have developed a strong and responsible relationship with our foundry, test and packaging partners. Over time, our engagement has evolved into a close R&D and supply chain collaboration.

Dialog employees are based in many of the premises of our partners.

We undertake annual audits of our existing fabrication partners covering operational and sustainability aspects.

Form of engagement

  • Procurement contract tenders.
  • Supply chain audits.
  • On-sitepresence at fabrication plants.
  • Performance reviews.

Frequency of engagement

  • At least daily with respect to major suppliers.

What do they care about?

  • Product quality and price.
  • Delivery schedules.
  • Management of identified issues in the 2019 audit process.
  • Implementation of the 2020 auditing process.

How do we distribute value created?

  • US$877 million in operating costs mostly related to manufacturing partners.
  • Creating long-term sustainable partnerships built upon respect for human and labour rights, environmental standards, and health and safety.

Read more on pages 46 to 49

Dialog Semiconductor is listed in the Frankfurt stock exchange. We encourage a two-way communication with potential investors and shareholders.

Feedback from shareholders informs our Board discussions.

We engage with investors and other agents in the financial markets in order to provide open and transparent business information so they can make informed decisions.

Form of engagement

  • Quarterly and annual reports.
  • Investor roadshows and conferences.
  • Ongoing investor relations engagement.
  • Business webcasts.

Frequency of engagement

- At least daily.

What do they care about?

  • Competition for talent and diversity.
  • Technological trends.
  • Company performance.
  • Business strategy and customer concentration.
  • Supply chain management.
  • ESG topics such as innovation, remuneration and gender diversity.
  • Capital allocation.

How do we distribute value created?

  • Returned US$80 million cash in 2020 through our share buyback programme.
  • Delivering on our strategy and creating sustainable long-term value (increase in share price).

Read more on page 95

27

Strategic report

Dialog Semiconductor Plc

Corporate reporting in 2020

How the Board promoted the long-term sustainable success of the Company (section 172 of the Companies Act 2006)

Maintaining our high standards of business conduct

While the UK Code does not apply to Dialog, the Company has always had regard for UK corporate governance practice and will follow the Code to the extent it considers

it beneficial to the good governance of the Company. In line with that approach, the Board is cognisant of the principle underpinning Provision 5, which asks Boards to have regard for engagement mechanisms with stakeholders. The Board is fully aware of its responsibilities in this regard and the following sets out clearly the long-term engagement we have developed with shareholders, employees, customers, suppliers, communities and regulatory bodies.

See our corporate governance statement on pages 92 to 97

Shareholders

In 2020, in order to safeguard the health and safety of employees, shareholders and other stakeholders, the Board felt it appropriate to request to shareholders not to attend the AGM in person and submit proxy votes in advance. Instead, shareholders were invited to participate in the Q1 2020 results conference call on 6 May 2020 to ask

any questions.

At the Board meeting in October 2020, a third-party independent adviser presented an update on ESG, including investors' expectations on topics such as climate change and gender diversity.

In addition, the Company finalised the consultation with top shareholders on the new remuneration policy approved in May 2019.

Positive feedback was received from all these activities and the Board intends to continue similar activities at regular intervals.

Outcomes: Final outcome and update of the new remuneration policy (AGM 2019) consultation was published on the AGM 2020 section of our website. Publication of Diversity Statement on our website; Webcasts for investors and analysts on different segments of our business.

Strategy: Shareholders' feedback informs Board considerations on capital allocation and strategy.

Employees

The Company follows a structured approach to engage with employees, from email communications to virtual "all-hands" meetings where employees and senior management exchange views.

During 2020, we ran targeted pulse surveys that enabled the Company to quickly gather information on employee safety, wellbeing, and experiences of collaboration in a remote-working context. In October 2020, Nick Jeffery held virtual roundtables with employees in Phoenix, Graz, and Taipei.

Board review of employee survey or any other programmes, particularly any new virtual initiatives undertaken during the pandemic.

Outcomes: Review of policies regarding health and safety in relation to Covid-19 and the related issue of home working/ communication in respect of which employees' surveys were undertaken. Review of diversity actions.

Strategy: Retention and development of employees is vital to ensure innovation and growth.

Customers

The CEO, as well as the General Managers and Senior Vice Presidents of each business segment, are in frequent contact with our main customers.

Close R&D collaboration with many of our customers sits at the heart of our business model and helps us to create value.

Therefore, customer engagement takes place at multiple levels through our R&D and Sales functions, and their views are embedded in the business plans and proposals presented to the Board. During 2020, there was special consideration to the US government sanctions against Huawei and its wider implications across the industry both in terms of customers and suppliers.

Outcomes: Management and Board oversight of delivery of customer commitments, outcomes and complaints, as well as US government sanctions against Huawei; Review of product roadmap for key customers and main R&D programmes (as part of the annual Strategic Review).

Strategy: Customer roadmaps and design engagements inform Board review of strategy.

Suppliers

Our culture promotes long standing and close collaboration with our key suppliers and partners.

The views of partners and suppliers, particularly on the manufacturing side, are embedded in the business plans and proposals presented to the Board.

In the UK, every six months we report on our payment policies, practices, and performance. See our latest reported data at https://check-payment-practices.service.gov. uk/search

Outcomes: Review of supply chain programme (as part of the annual Strategic Review); Approval of UK Payment reporting; Approval of Modern Slavery Act statement; Approval of Update on General Authorisation policy.

Strategy: Sustainable and responsible relationships in annual Strategic Review; Ensure Management has plans in place to monitor the impact of our business partners on human rights and labour rights as well as health and safety performance.

Community and the environment

The Board recognises the importance of contributing to wider society. As a fabless mixed-signal semiconductor company, the Board encourages the Company and its employees to play a part in the communities in which it operates. This includes engaging in activities with a direct link to the economic activity of the business, such as the promotion of engineering education as well as direct support for a wider range of local organisations.

Outcome: Review and approval of climate change disclosures in 2020 annual report.

Strategy: Promoting STEM subjects and the next generation of innovators; Ensure there are plans in place to minimise the impact of our economic activity and identify opportunities, including products.

See more on pages 42 and 43

Regulatory bodies

Following the end of the transition period on 31 December 2020, the UK is treated as a third country within the meaning of the European Legislation. On 4 January 2021, Dialog announced that it had chosen the Federal Republic of Germany as the home member state. As a result of this, Dialog is supervised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,"BaFin").

Outcome: The Audit Committee considered the implications from changes to reporting and regulatory requirements following the end of the Brexit transition period.

28

Annual report and accounts 2020

Non-financial information statement

The table below outlines where the key contents requirements of the Non-Financial Statement can be found:

report Strategic

Policies and standards which

Reference in

Reporting requirements

govern and inform our approach

2020 Annual Report

Environmental matters

ISO9001, ISO50001, ISO14001

Environmental responsibilities pages 40 and 41

Quality, Environmental and Energy Policy

Climate change

TCFD recommendations

Pages 30 and 31

Employees

Code of Business Conduct

Our people and culture pages 34 to 37

Country specific HR policies

Human rights

Code of Business Conduct

Supplier Code of Conduct

Global Data Privacy Policy

Conflict Minerals Policy

Robust and responsible supply chain pages 46 to 49

Social matters

Community engagement and Corporate

Societal benefits pages 42 and 43

Giving Programme

Anti-corruption and anti-bribery

Code of Business Conduct

Business ethics pages 50 and 51

Anti-Financial Crime Policy

Modern Slavery and Human Trafficking

Statement

Code of Dealing

Business model

n/a

Business model pages 10 and 11

Principal risks and uncertainties

Confidential Information and Intellectual

Principal risks and uncertainties pages 76 to 83

Property Policy

Non-financial key performance indicators

GRI standards

KPIs pages 54 and 55

UNGC

UN SDGs

Where principal risks have been identified in relation to any of the matters listed above, these can be found on pages 76 to 83, including a description of the business relationships, products and services which are likely to cause adverse impacts in those areas of risk, and a description of how the principal risks are managed.

  • All key performance indicators of the Group, including those non-financial indicators, are on pages 54 to 57.
  • The Business Performance section on pages 66 to 75 includes, where appropriate, references to, and additional explanations of, amounts included in the entity's annual accounts.

Reporting scope and the boundary

The 2020 Annual report and accounts incorporates the strategic report and the consolidated Group financial statements, both of which have been approved by the Board of Directors ("the Board"). The strategic report represents our first steps towards aligning our reporting practices with the International Integrated Reporting ("IR") Framework.

The materiality assessment process (undertaken in conjunction with a third party), and the list of material issues arising from stakeholder engagement and analysis of the external environment, are disclosed on pages 32 and 33 of this report.

The contents of this report are guided by the provisions of the Companies Act 2006, the UK Corporate Governance Code, and the Disclosure Guidance and Transparency Rules. The report also applies the Global Reporting Initiative ("GRI") Standards and makes a "GRI- referenced" claim, whereby the list of

GRI Standards referenced in this report are available in the GRI Table on pages 197 and 198. Furthermore, we continue to map our business outputs to the United Nations Sustainable Development Goals ("UNSDGs" ), and aim to continue to focus our efforts on those goals where we can make the most meaningful contribution. Our approach to SDG mapping is set out on page 31.

Finally, this report also represents our "Communication on Progress" against the United Nations Global Compact ("UNGC") ten principles, to which we have been fully committed since 2012.

29

Strategic report

Dialog Semiconductor Plc

Corporate reporting in 2020 continued

Climate change risks and opportunities

Given that climate change could potentially affect operations and pose financial risk, in 2020 we began using

Low

the TCFD recommendations to determine our climate-related risks and opportunities.

Medium

Related to the transition to a low carbon economy

Risks

Policy and Legal

Dialog reports on a range of environmental, social and governance topics following the Global Reporting Initiative framework.

Our business model is constantly adapting to new regulatory and customer requirements, as well as constantly evolving product standards.

As a fabless business with low capital intensity we don't have a significant amount of assets at risk of impairment or early retirement as a result of changes in environmental legislation.

Low to Medium

Opportunities

Resource efficiency

Improving energy efficiency for end-customers is a key element of many of Dialog's products, underlining the Company's commitment to being part of the solution to the challenge that climate

change represents.

Certain of our products are specifically used in LED technology, smart meters, the electrification of vehicles, and retrofitting buildings with more adequate HVAC systems.

Technology

Dialog is at the forefront of power-efficient semiconductor technology.

Our sustainable and focused R&D investment ensures we remain ahead of our competitors.

Energy source

Although energy from renewables is not available in all our locations, where possible we are trying to improve the mix of purchased energy.

Most of our premises are based on modern smart buildings with energy saving systems and efficient HVAC systems.

Market

Energy costs are not a primary cost driver as it represents a small part of our overall direct costs.

Our business has a low risk exposure from scarcity of "rare Earth materials".

Higher energy costs could potentially impact the direct costs of our manufacturing partners. We work with leading manufacturing partners who invest in the adoption of next generation manufacturing technologies.

Products and services

The semiconductor industry is well placed to support the transition to lower carbon emission and Dialog has deep expertise in power management and power-efficientmixed-signal technologies.

Some of our products are directly supporting low emission applications and our product portfolio supports higher-energy efficiency and low power consumption for a wide range of consumer, automotive and industrial applications.

Reputation

We work with leading manufacturing partners who have initiatives in place to manage their environmental impact. Our main foundry partner, TSMC, follows the recommendations of the Task Force.

Markets

No access to new low carbon emission markets identified.

Related to the Physical impact of climate change

Acute risk (event driven)

The nature of our business as a fabless manufacturer, means that Dialog's own operations are unlikely to face any specific material risks as a result of the physical impacts of climate change, such as property damage due to extreme weather events.

Dialog's manufacturing partners have implemented multiple initiatives to reduce their carbon footprint, review water and energy usage and to understand and manage the effects of climate change on their own operations. We work with leading companies like TSMC, which follow the recommendations of the Task Force and have initiatives in place to manage these risks.

Dialog's key assets are our employees, and our intellectual property. None of our main locations are prone to flood or windstorm and there are systems in place for our employees to work remotely.

Chronic risk (long-term shifts in climate patterns)

In the longer term, changes in greenhouse gas emissions regulations could result in increased costs in our supply chain due to higher compliance, raw materials or energy costs to our suppliers.

It could potentially become more difficult or expensive to insure certain locations.

30

Annual report and accounts 2020

Dependency on natural, human and social capital

Climate change doesn't create any new direct dependencies on natural, human or social capital. Our business model relies on our ability to generate new IP and innovative power-efficientmixed-signal semiconductors for a range of consumer, automotive, and industrial applications. Our highly skilled engineers and talented employees are vital to ensure we can deliver innovative products. Electronic engineers are in high demand and companies outside the semiconductor industry are establishing engineering departments to design some of their semiconductor requirements.

Company policies on climate change

Governance: climate change risk is integrated in risk management, which falls under the responsibility of the Audit Committee.

Strategy: we divide climate change risk and opportunity in medium (three to five years) and long-term (more than five years) which is mostly aligned to our management planning period. Our medium-term strategy is focused around reducing our direct carbon footprint by increasing the use of renewable energy in those locations where it is available, reduce travel and offset CO2 emissions from travel. In addition, our long-term strategy

is currently mostly focused on the ongoing contribution of our products towards more energy-efficient applications and the ongoing engagement with our supply chain partners.

Management: we use the TFCD framework to identify climate-related risks and opportunities. Principal risks, including climate-related risks, are reviewed and approved by the Risk Management Office, which reports to the Audit Committee.

Metrics and Targets: in 2021 we will be reviewing a number of areas to set the baseline from which we could measure specific medium-termtargets. These areas include the reduction of CO2 emissions from travel; the application of renewable energy for our own activities and increase its contribution to 100% of locations where it is available; and the establishment

of a baseline CO2 emission calculation per employee.

United Nations Sustainable Development Goals ("UN SDGs")

Dialog supports the UN SDGs with our existing programmes and technology that contribute to progress against six of the

17 SDG goals. The section below explains how the outputs of our business contribute towards these six SDG goals:

Output: Highly

engaged, motivated and diverse workforce

Quality education

Dialog inspires the innovators of the future through our support for science, technology, engineering and maths ("STEM") subjects, particularly amongst female students.

This includes our community engagement activities; student sponsorships; collaboration with universities; our support for the Women in Engineering Society and the UK Electronics Skills Foundation; as well as employee volunteering.

Gender equality

Dialog takes equality and equal opportunity for all employees very seriously. In line with our corporate values we conduct business ethically, honestly, and in full compliance with applicable laws and regulations. This applies to every business decision in every area of Dialog worldwide. The principles enshrined in our Code of Business Conduct promote openness, integrity and high ethical standards in all business dealings.

We are making efforts to raise awareness amongst women, both inside and outside the Company, of the exciting careers

in engineering.

See more on pages 52 and 53

Decent work and economic growth

As a business built on innovation, we recognise the importance of investing in the development of our employees. Dialog is committed to employing and developing those people who have the necessary skills, experience and values to excel in their role.

Dialog is also making efforts to develop the talent of the future and our Graduate and Early Careers Programme is key to this.

Output: High returns and strong cash flow generation

Industry, innovation and infrastructure

As part of our strategic objectives, we reinvest cash in the organic development of new products and technologies. We seek to maintain a focused and sustained investment in the R&D of highly integrated power-efficient technologies which enhance energy efficiency and reduce the consumption of materials.

Read more about our financial performance pages 66 to 75

report Strategic

Output: New IP and power- efficient differentiated mixed-signal ICs

Good health and well-being

Dialog is increasingly engaged in the connected health segment with our short range connectivity technology. We are working with leading pharmaceutical and medical equipment companies to develop next generation connected medical devices that improve people's lives.

See more on pages 62 and 63

Industry, innovation and infrastructure

Innovation is at the core of our business and we seek to sustain a healthy level of investment in the development of new products. Our focused R&D approach and close collaboration with leading OEMs ensure we remain at the forefront of mixed-signal semiconductor technology with differentiated, power-efficient mixed- signal products.

See more on pages 44 and 45

In October 2020, we licensed our non- volatile resistive RAM technology to GLOBALFOUNDRIES, the leading specialty foundry, for 22FDX platform, targeting artificial intelligence and IoT.

Climate action

Our power-efficient technology helps to extend the battery life of over two billion consumer applications. Highly integrated designs reduce the number of components and materials consumption.

Although fabless, we seek to minimise our carbon footprint using renewable energy in those locations where it is available and offset all travel CO2 emissions.

Output: Sustainable partner relationships

Decent work and economic growth

We expect all of our major suppliers to comply with our Supplier Code of Conduct.

Dialog is committed to fair wages, healthy and safe working conditions, respect for human and labour rights, and honest relationships. We have adopted the Responsible Business Alliance ("RBA") standard as part of our own Supplier Code of Conduct to ensure that working conditions for both external suppliers and employees are safe and that all workers are treated with respect and dignity.

See more on pages 46 to 49

This is in addition to adopting principles from the International Labour Organisation Standards ("ILO"), Universal Declaration of Human Rights ("UDHR"), Social Accountability International ("SAI"), and the Ethical Trading Initiative ("ETI").

31

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships

Managing our resources and relationships to create a sustainable business model

Vision

To embed sustainable and responsible practices into the way we act internally and engage externally in order to preserve and create long-term value for a wide range of stakeholders.

Applicable external standards

  • United Nations Global Compact (since 2012).
  • ISO14001 environmental management system standard.
  • ISO9001 quality management system standard.
  • ISO50001 energy management system standard.
  • Global Reporting Initiative Standards (GRI Standards).
  • UN SDGs.
  • UN PRI.

Management Approach

During 2020, we made further progress in the integration of sustainability management into our business activities. Human Resources, Manufacturing, Business Development and Legal departments are responsible for the management of their respective sustainability issues - and are subject to the oversight of the Executive Committee. We believe this is a better

way to fully embed sustainability into the responsibilities - and actions - of managers throughout the Company. The Sustainability Working Group is comprised of representatives of manufacturing, human resources, risk management and investor relations - who coordinate these activities.

Where sustainability management performance issues are of sufficient importance, responsible departments will report these directly to the Board on an ad hoc basis.

Our ongoing engagement with internal and external stakeholders helps us understand the impact of our activities and relationships on others - and how we can best manage these impacts in a responsible manner, as well as the potential risks and opportunities. This supports our ability to create value for all our stakeholders.

This section sets out high-level analysis of the most material sustainability issues for our business. It also provides details on how we manage these issues as well as selected data on how we have performed. In 2020, we carried out an internal materiality assessment which resulted in no major changes. Nonetheless, feedback from stakeholders resulted in adjusted scores for the following two topics:

  • Health and safety: increased importance to stakeholders - reflecting the impact of Covid-19 on employee health and wellbeing. The Company response was well managed, putting employee's health and wellbeing at its centre, while ensuring no business disruption. The speed of response and flexibility of employees was also vital in adapting to new processes and procedures; and
  • Product impact: increased importance to stakeholders - in the context of their focus on the energy efficiency of our products and aligning our climate-related disclosures with the TCFD recommendations.

See more on page 36

Dialog 2020 Materiality Matrix Our annual materiality assessment did not result in any major changes to our core issues. During the interviews with our internal stakeholders the following topics were raised as significant focus points:

  • Health and safety;
  • Positive product impacts; and
  • Supply chain constraints.

Key

Society

Business ethics

Value chain

Environment

Employees

32

Importance to stakeholders

5.0

Value generation

and distribution

4.5

Technological

Product impacts

innovation and agility

4.0

Intellectual

Labour rights and human

property

rights (supply chain)

Compliance with

Diversity and equality

3.5

Major

customer standards

Conflict

Employee

development

minerals

Enhancing the external skills pool

Corporate governance

3.0

Environmental impacts

Transparency

and compliance

Recruitment of

(supply chain)

(supply chain)

Retention, morale

Energy and carbon emissions

professionals

and engagement

and graduates

2.5

Significant

Corruption/bribery

Philanthropy

Health and safety

2.0

Pollution, resources

and waste

1.5

1.0 Moderate

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

Impact on Dialog

Annual report and accounts 2020

report Strategic

In 2020, we continued to make progress on the development of an integrated report.

During the year, we continued to strengthen our audit verification process relating to human and labour rights, health and safety, and the environment.

These are the 2020 issues that are most important to our business and key stakeholders. Although our sustainability activities cover a wider range of topics, our efforts are primarily focused on these issues.

In addition, external stakeholders raised the following two areas for further discussion:

  • Product impacts: the importance of managing product impacts throughout the entire product cycle was raised by our external stakeholders on several occasions; and
  • Corporate governance: a wide range of external stakeholders, and in particular investors, are placing further scrutiny on a number of ESG topics.

Our values define how we engage with stakeholders

At Dialog, we are a team. We work together with our internal and external stakeholders and we aim to build strong long-term relationships. This is an important element of our Company values.

Close R&D collaboration is at the heart of our customer relations. We work with the leading consumer electronics companies. We engage with our customers to better understand their requirements and their perception of the quality of the products we design for them. This helps us increase the value we bring into our products and our performance.

Read more about our customers on pages 38 and 39

Over the years, we have built strong and responsible relationships with our foundry, test and packaging partners, as well as the communities within which we operate. Over time, our engagement has evolved into a close collaboration.

Dialog's employees are based in many of the premises of our partners, further strengthening these relationships.

We undertake annual audits of our existing fabrication partners covering operational and sustainability aspects to help ensure these align to our expectations and performance standards.

Read more about our fabrication partners on pages 46 to 49

We understand and care about our impact. As a company, we are proud of the energy efficiency of our semiconductors and its positive impact in helping reduce power consumption in consumer applications.

As a publicly listed company, we aim to generate value for our shareholders and seek mutually beneficial relations with a wide range of stakeholders who share the economic value created.

Read more about governance on pages 92 to 97

Our core material issues in 2020

Change from 2019

Mapping to business issue

Value generation and distribution

Society

Technological innovation and agility

Society

Intellectual property

Business ethics

Compliance with customer standards

Value chain

Product impacts

Environment

Labour rights and human rights (supply chain)

Value chain

Retention, morale and engagement

Employees

Employee development

Employees

Corporate governance and compliance

Business ethics

Diversity and equality

Employees

New material issue

No change

Re-prioritisation of material issues

33

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Our people

and culture

Our employees are a critical element of our competitive advantage, and in 2020 ensuring they were safe, and could continue to work productively in a time of significant global disruption has been paramount. I have been exceptionally proud of the agility our employees have demonstrated in shifting to new ways of working remotely, while continuing to deliver for our customers, responding to challenging deadlines and rapidly changing demands.

Context

2020 was a disruptive year, with the backdrop of a global pandemic meaning restrictions on travel, and remote working becoming the norm for many of our employees, preventing us from easily meeting in person.

Supporting our employees to remain productive and connected during this time has been more important than ever, and our focus on physical and mental wellbeing has increased as a result.

Despite these seismic global changes, the completion of the Adesto acquisition added 238 employees to Dialog, with most of the integration being delivered remotely. Our employees have embraced new ways of working, and continued to deliver excellent results.

Julie Pope

Senior Vice President, Human Resources

Management approach

Responsibility for our people sits with the Senior Vice President, Human Resources. She is supported in this role by dedicated Human Resources teams who focus on:

  • The application of human resource policies, tailored to reflect local legal requirements, business priorities and labour markets;
  • A Code of Business Conduct, which sets out our minimum, Group-wide requirements in relation to labour and human rights and health and safety;
  • Ongoing talent planning, development and identification of skills gaps;
  • Proactive engagement at university-level to identify and recruit emerging talent;
  • Ongoing identification and engagement of high-value professionals and leaders;
  • Diversity and inclusion to facilitate an environment in which different perspectives are valued;
  • Delivering employee engagement and communication strategies to support business objectives;
  • Fostering a supportive environment,
    in which the wellbeing of our employees is paramount; and
  • Rewarding high performance through effective and targeted compensation and benefits programmes.

We are focused on maintaining a sustainable skills pipeline - ranging from the identification and recruitment of high-potential undergraduates through to the attraction of experienced experts. We take a holistic view towards both recruitment and retention that looks beyond the provision of competitive financial rewards.

Employees in engineering functions

78.4% (2019: 77.3%)

New employees globally in 2020

444 (250 net increase)

2020 headcount

2,286 (2019: 2,036)

We aim to deliver the kind of working environment, development opportunities and inclusive culture that allow our people to develop high-quality,long-term careers with us. Our workspaces offer our employees the highest standard of safety, comfort, technology and accessibility, with additional measures being introduced in 2020 to minimise Covid-19 risks and ensure employees can successfully work remotely as required.

Read more about our values on page 05

34

Annual report and accounts 2020

report Strategic

Performance

2020

2019

Employee turnover (%)

9.0

10.0

Employee retention (%)

Manager retention rate

92.7

95.6

Overall employee retention rate

91.0

90.0

Engineering talent ratio (%)

78.4

77.3

Diversity (%)

Women overall

19.6

19.1

Part-time employees

3.9

3.3

Number of nationalities

61

66

Ratios of standard entry level wage by gender compared with local minimum wage at key operating sites

Minimum

1.0

2.0

3.0

4.0

5.0

6.0

wage met

China

6.06

Germany

2.67

Netherlands

2.16

UK

1.88

USA

3.13

Geographic distribution of workforce

Overall workplace profile

1

Permanent employees

2,286

Full time

Part time

2,197

89

(2019: 1,969)

(2019: 67)

(2019: 2,036)

Male

Female

1,837

449

(2019: 1,648)

(2019: 388)

Overall workplace profile

1

Temporary employees

45

37

8

Full time

Part time

(2019: 42)

(2019: 32)

(2019: 10)

Male

Female

28

17

(2019: 24)

(2019: 18)

1 The temporary employee category is made up of employees on fixed-term contracts. Please note that we do not make material use of workers who are legally recognised as self-employed.

America

Europe

1,216

North

473

Asia

597

North America

383

90

Europe

988

228

Asia

466

131

35

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Our people

and culture continued

Key issues and initiatives

Employee Wellbeing and

Covid-19 response

In early 2020, the emerging Covid-19 global pandemic forced all businesses to rapidly assess the impact to their operations and people. Dialog's focus was initially on ensuring employee health and safety and securing the interests of our customers, shareholders and other partners, establishing dedicated, cross functional teams to actively monitor available information sources, assess the implications to our organisation, and develop appropriate guidance for our employees worldwide. Through moving quickly to reduce office density and introduce home working for much of our workforce, and introducing support arrangements to reduce infection risk when remote working was not feasible, we were able to protect our employees and reduce the risk of infection while keeping the business running.

Beyond the initial response, the focus shifted in the latter half of the year towards enabling effective remote working, and supporting our people through the challenges of reduced opportunity for face-to-face connection and collaboration, and elevated wellbeing risk. A variety of programmes were introduced to minimise the impact to our workforce, including social competitions, focus on wellbeing campaigns and trialling technologies to facilitate remote collaboration.

Talent identification and recruitment

We have a proactive recruitment model that utilises multiple channels to attract the best available talent.

We run targeted recruitment campaigns to ensure we are attracting talent at all levels on a global scale.

Key components of our recruitment approach include:

  • Targeted student sponsorships and internships;
  • Graduate recruitment from targeted universities;
  • Proactive search methodology to approach and engage the most relevant talent; and
  • "Always on" sourcing to ensure we are continually pipelining the most sought after skills to support our business.

Our hiring programmes continued successfully in 2020, with 24 graduate new hires joining us globally. We continued our strategic partnership with UK Electronic

Skills Foundation ("UKESF") in the United Kingdom supporting the Females in Engineering programme.

Experienced hires

In 2020, we welcomed 444 new employees globally and successfully integrated Adesto employees into our teams around the world.

Recruitment efforts have continued, despite global headwinds, and focus has been in transforming our recruitment process to be predominantly digitally-enabled, allowing recruitment of key roles to continue virtually.

Retention rates continued to improve during 2020, with attrition reducing from 10.0% to 9.0%.

Ongoing talent, development and succession planning

Talent development evolved quickly in 2020 with the rise in prominence of digital and "just in time" learning becoming the preferred and, in many locations, the only way to deliver learning. We are proud to have expanded our virtual library of learning with the continued partnership and promotion of Mindtools and Litmos Heroes resources (two leading digital learning content providers). Alongside our additional self-guided learning options, we have continued our targeted programme- based learning curriculum, with year two of our "Emerging Leaders Programme", which started in 2019, and a personalised executive development suite for our Executive Team.

Coaching and developing is an important aspect of employee life at Dialog. We offer employees a wide variety of development opportunities and encourage a 70/20/10 development split of on-the-job learning (70%), feedback and mentoring (20%) and classroom learning (10%).

To ensure our employees maintain leading- edge technical capabilities, we invest heavily in the development of Dialog's engineering population. In 2020, we continued to deliver key technical leadership skills development workshops for our analog, digital and technical populations; mostly delivered remotely and through digital channels. Engineers are able to access development opportunities appropriate to their needs through internally run courses and self-guided learning, cross-functional projects and mentoring.

We also recognise the value of an external perspective, and facilitate attendance at key external courses and conferences. In 2020, attendance at external events was limited, with many events being delayed or taking place virtually, with reduced scope.

We continually measure the impact of training by the percentage increase in competence.

In 2020, formal training hours reduced overall across the Company, reflecting a necessary shift from classroom learning to digital

and "on demand" learning, with existing training programme content streamlined for virtual delivery.

The total number of formal training hours for our managers was 1,240, with an average of 3.8 training hours per person.

Diversity and inclusion are vital in maintaining a creative, dynamic and innovative business environment. We currently have operations in 17 countries, and we are proud that our employees represent 61 nationalities.

We recognise the value a diverse workforce can bring in terms of creativity and the sharing of new perspectives. We know that embracing diversity makes us stronger and more innovative. Dialog is committed to employing and developing those people who have the necessary skills, experience and values to excel in their roles - irrespective of their gender, ethnicity, religion, disability or any other non-work related personal characteristic. In 2020, there were no allegations of discrimination made with respect to our employees.

With an appointed Diversity and Inclusion Lead we have put great efforts on increasing our Diversity and Inclusion initiatives. In 2019, we published our Diversity and Inclusion statement outlining our commitment to

a global and cultural diverse workforce, which is at the centre of our success. We acknowledge and respect differences between, and within, cultures and are committed to promoting respect, fairness and equal opportunity for all employees, irrespective of their gender, race, ethnicity, beliefs, sexual orientation, disability and diversity of thought and experience.

The engineering sector performs low in terms of gender diversity, and even more so in electronic engineering. Similar to the external industry, women are also under-represented in our workforce. Female representation on our Board of Directors continues to be a focus, following female Board appointments in 2019, and is currently 25%, and within our Executive Team and their direct reports is 16%.

In 2020, our global gender balance was 80.4% men to 19.6% women, a 0.5% increase in female representation from 2019. Skills and professional expertise form the

36

Annual report and accounts 2020

report Strategic

basis of Dialog's recruitment processes, and our job offers are gender-neutral, ensuring a bias-free selection. We remain committed to encouraging more women to apply for roles within Dialog and have increased our participation in initiatives that support women in engineering.

In 2020, we continued with the Female at Dialog awards with UK Electronics Skills Foundation ("UKESF"), however due to Covid-19 and travel restrictions we were unable to go ahead with the 2020 summer internships, and these have been postponed to 2021. The aim of the Female at Dialog award is to hire more females into graduate roles and we will be continuing this initiative in 2021 with additional students as well as returning interns within this scheme.

In 2020, we continued our partnership with the Women in Engineering Society ("WES") to work towards increasing the number of women engineers in the Company. Being partnered with WES has allowed our female employees to gain free membership and access to WES events.

To actively promote diversity and inclusion in engineering, in 2020 we were an official sponsor of the International Women in Engineering Day ("INWED") which enabled our company profile to be included on all INWED resource packs and communications as well as profiling our female engineers across WES social media and networking platforms.

In addition to our gender initiatives, in 2020 focus was increased on diversity of race and ethnicity. Dialog is now partnered with NACME (National Action Council for Minorities in Engineering) which allows us to provide support to ethnic minority students before they start university, including registration fees, travel funding and tuition support. Furthermore, top performing scholars will receive tuition support and an internship at our US office in 2021. The aim of the partnership is to increase the number of ethnic minorities in engineering. We know the importance of attending external diversity events and we encourage our employees to attend events to learn from the market.

In 2020, we continued to promote female engineering managers and members of the HR team to attend virtual events and conferences to further their understanding of best practice in this area.

In 2020, our Senior Executive Team continued to engage with different employee groups, switching to virtual roundtable sessions to gather feedback and opinions on gender diversity at Dialog from our workforce. As well as these talks, we have

created a regular forum of live panel sessions where senior leaders share their thoughts and experiences on particular topics such as Gender, Ethnicity and Wellbeing, provide practical tips and answer questions from our employees.

Equal pay is an area which we monitor closely and our salary systems, regular reviews and processes are designed to avoid any gender-based discrimination.

For the fourth year running we will be reporting our gender pay gap statistics, as they relate to our total UK population as at

5 April 2020. As required by the UK Equality Act 2010 ("Gender Pay Gap Information") Regulations 2017, we submit data to the UK government via their website.

Read more about the gender pay gap on our website at www.dialog-semiconductor.com

As well as monitoring gender pay we have continued to review our benefits to ensure we are supporting a fully diverse workforce. We have improved our parental leave policies in multiple locations and will continue to extend this globally.

We will continue to focus on our Diversity and Inclusion initiatives within Dialog and will work with our organisation to build a greater diversity and inclusive workplace.

Employee engagement and communication

Listening to our people is critical to our success as a company. This year, we enhanced our continuous listening strategy through running a higher number of shorter, targeted pulse surveys on a range of topics. This allowed us to quickly gather information from the workforce on Dialog's response to the Covid-19 pandemic, employee safety and wellbeing, and experiences of collaboration in a remote-working context.

The ability to measure and aggregate views in near-real time allowed Dialog to rapidly develop solutions in direct response to feedback, which was well received by our people.

We are planning a broader employee engagement survey in 2021 and will continue to complement annual engagement surveying with more regular, dynamic "pulse" surveys on different topics, enhancing the way in which we listen to our people.

Nick Jeffery is the designated Director for overseeing employee engagement in collaboration with our global Human Resources teams.

Nick held a series of virtual roundtable sessions with employees in three locations, Taiwan, Graz and Phoenix. Additionally, members of the Executive Team have regularly conducted employee "All Hands" meetings across our global operations, both in-person where possible, and remotely. These sessions have covered a variety of topics, including business performance, and have provided opportunities to connect and hear directly from our employees.

The CEO has regularly appeared in video messages to all employees, providing

a summary of business performance, providing his views, and addressing questions on other topics, such as impact from Covid-19, and the Adesto acquisition.

Employee reward and recognition

We offer market-competitive pay and employee benefits, along with opportunities for individual and team recognition, all within a supportive working environment.

We regularly benchmark our pay and benefits against the employment markets in which we operate. This includes in-depth analysis of total compensation offered by our direct competitors, both global and local, to ensure that our offering remains competitive.

Our compensation programmes include short- and long-term share and cash-based bonus plans that allow us to differentiate levels of reward, recognising critical skills and high performance.

We encourage regular recognition and utilise a formal recognition programme which allows managers to recognise and reward those employees who have gone above and beyond.

Forward focus areas for 2021

  • Delivering the "future of work at Dialog"; Enhancing our ability to attract and retain employees who seek greater autonomy over when and where they work by building on the increased flexibility provided to employees during the pandemic, while maintaining a collaborative, innovative and productive environment.
  • Continued focus on diversity and inclusion initiatives, specifically to address female representation throughout the organisation.
  • Enhancing change agility and resilience through manager development to ensure employees are supported, and are able to thrive in our dynamic and changing workplace.

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Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

The strength of our customer relationship

Our long-standing customer relationships are rooted in our deep expertise on power-efficient mixed- signal technology, an expanding product portfolio, and excellent customer support all the way from the factory to the field.

John Teegen

Senior Vice President, Worldwide Sales

Context

Close R&D collaboration with our customers enhances our innovation capacity and creates strong and long-lasting customer relations.

Our customers want our focused innovation, technical expertise, high integration, fast product development, and support. Given the speed of technological change in our markets, our focus is to develop and retain long-term relationships with all our major customers, adopting a true partnership approach.

Management approach

Our corporate values support us in building strong relationships with our customers. We also invest significant time to get to know each other and seek to achieve mutual benefits on an ongoing basis.

Read more about our values on page 05

The Dialog Management Team cultivates key relationships with all our top customers. We build those relationships on the solid foundations of the tangible benefits our technology brings (such as a low power configurable or customised silicon coupled with a fast time-to-market) and excellent customer support.

Our top five customers in 2020 were Apple, Xiaomi, Samsung, Panasonic, and Oppo. These are multi-year relationships, and in some cases, they extend over ten years. We supply a diverse and expanding range of products to most of our largest customers. Our aim, aligned with our corporate values, is to become a strategic supplier and ensure a mutually beneficial relationship. The value we bring is built on a combination of leading- edge products and excellent support.

Performance

Revenue from our top five customers decreased year-on-year to 73% of the total Group underlying revenue in 2020 (2019: 84%; 2018: 83%). We recognise there is a risk associated with this level of customer concentration, and the revenue derived from our largest customer (Apple Inc.) is shown on page 181, note 32c.

See details of customer concentration in the Risk section on page 78.

During 2020, we expanded our presence in the industrial IoT market with the acquisition of Adesto. Adesto's technology and IP enable seamless connectivity of heterogeneous systems in an industrial environment to the cloud for building and industrial automation. These capabilities, together with Dialog's portfolio in factory automation from the acquisition of Creative Chips, will allow us to deliver fully integrated solutions to over 5,000 customers, the majority of which are new for Dialog.

In addition, the widening Dialog product portfolio allows us to not only address a larger customer base but deepen our offering within our current customer base.

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Annual report and accounts 2020

report Strategic

Key issues and initiatives

As a supplier of semiconductors to manufacturers of sophisticated electronic goods, we are subject to a significant body of technical, legal, social responsibility, and quality control requirements defined by our customers.

In many cases, our compliance with these requirements is included as a condition of contract with our customers - making our strict adherence essential. This is particularly the case with respect to the technical specifications and quality of our highly sophisticated products. Any slight variation is not only likely to render them valueless from the perspective of our customers, but also has the potential to undermine our customers' own products (and thus brands).

Because of this, we put a significant amount of energy into understanding our customers' extensive requirements and applying comprehensive management systems to ensure that these are fully met by both the design of our products, as well as their production by our fabrication partners.

This includes, for example:

  • The posting of Dialog's personnel at our fabrication partners' sites to monitor production activities;
  • An extensive range of operational quality control measures through which we assess our fabrication partners;
  • Regular business reviews with our manufacturing partners to understand their performance and future capabilities; and
  • Ongoing annual auditing of our manufacturing partners, including against the following management system standards (as well as our Suppliers Control Plan):
    • ISO9001 (quality management);
    • IATF 16949 (quality management);
    • ISO14001 (environmental);
    • ISO45001 (health and safety);
    • ANSI/ESD S20.20 (electrostatic discharge control); and
    • Responsible Business Alliance Code of Conduct.

Further information on our supply chain auditing activity can be found on pages 46 to 49.

The performance of our suppliers against these is assessed by the following Dialog departments on an ongoing basis:

  • Quality and Environmental: Quality engineering, physical laboratory, quality and environment system;
  • Global Manufacturing Operations: Test development, offshore operations and assembly development; and
  • Supply Chain and Value Management: Global procurement, supply chain and trade compliance, customs and foreign trade.

Similarly, our customers typically apply their own set of compliance measures to ensure we are meeting their requirements. This includes auditing of:

  • Our management systems, processes and facility specifications;
  • The communication of their own standards to our manufacturing partners and their application in practice;
  • Product testing processes and documentation;
  • Materials and product traceability; and
  • Possible contamination of products by disallowed substances.

We evaluate customer satisfaction with the quality and specifications of our products on an ongoing basis, using:

  • Individual reviews;
  • Analysis of any customer complaints; and
  • Customer surveys.

Forward focus areas for 2021

  • Consolidate our growing opportunity in industrial IoT.
  • Continue to broaden our customer base.
  • Deliver best-in-class customer support.
  • Undertaking targeted actions to address customer complaints and eliminate the recurrence of any issues.
  • Adherence to technical, social responsibility and quality control requirements.

Our target end-markets

We are focused on high-growth segments of our target end-markets.

Internet of Things

Computing

Automotive

Mobile

Industrial

39

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Environmental

responsibility

Together with our supply chain partners we support the gradual implementation of responsible environmental practices. Our environmental responsibility is governed through the application of our Code of Conduct.

Alex McCann

Senior Vice President, Global Operations

Context

Our products are based around

  1. range of energy-efficient IC solutions, and we aim to have a positive impact on the wider environment through the development and marketing of energy-saving technology. We make ongoing efforts to minimise our:
  • Energy consumption and carbon emissions.
  • Pollution and waste.
  • Use of natural resources.

Management approach

We operate responsible practices within our own business and promote them across our supply chain. Responsibility for environmental performance sits with our Senior Vice President, Global Operations. We govern our environmental responsibility through the application of the Dialog Code of Conduct, which addresses our emissions to air and water, resource use, management of hazardous substances and waste management.

We are certified to the ISO14001 environmental management standard, and our Company Quality and Management Manual supports our efforts to achieve continuous improvement. At our facilities in Germany and the Netherlands, we have implemented a new energy management system, achieving ISO50001 certification. This is a comprehensive tool to control energy efficiency within our internal facilities and equipment.

Each of our major sites systematically measures and records our carbon emissions, waste and recycling on a monthly basis. This reporting system is utilised to ensure that we closely monitor outputs from our major offices to minimise our environmental impact.

In 2020, we strengthened our Environmental and Energy Policy. Our management is committed to the prevention of pollution by volatile organic compounds.

Performance

Energy and carbon emissions

We are working across our offices to significantly reduce carbon emissions and minimise the carbon footprint of our business. 100% of our electricity consumption in the UK and Munich is generated from renewable sources.

The equivalent in kWh of our scope 1 and 2 emissions was 8,260,474 kWh, 19% of which were from the UK. Of the total CO2 emission (scope 1, 2 and 3), 30% were from the UK.

Scope 1 and 2 emissions are calculated using The Energy Efficiency Association for heating, cooling and CHP (AGFW)

FW309-6:2016 standard for emissions from Germany, and the National Energy Foundation Simple Carbon Calculator for UK emissions. Scope 3 emissions are calculated using the US-EPA standard.

This year, we have offset 100% of carbon emissions from all air travel and the use of rental cars from our two main technical competence centres - Nabern and Swindon, in addition to the Edinburgh and Reading offices. We work with Climate Care to offset carbon emissions through various renewable energy projects in Turkey, Taiwan, India and China. Due to the lockdown restrictions in 2020 our scope 3 emissions are significantly lower than in 2019.

As part of our annual audit of our top five contractors, which represent approximately 90% of our total activity, there were no emissions recorded from nitrogen oxides, sulphur oxides, non-methane volatile organic compounds, particulate matter, and hazardous air pollutants.

40

Annual report and accounts 2020

report Strategic

Scope 1: CO2 tonnes

Direct emissions from self‑generation.

Total

Per employee

59.5 0.03

20202020

60.80.03

20192019

Scope 2: CO2 tonnes

Indirect emissions from the consumption of purchased electricity, heat or steam.

Total

Per employee

953.7 0.42

20202020

1,011.30.50

20192019

Scope 3: CO2 tonnes

Other indirect emissions including those related to transport. Includes all air travel and car hire.

Total

Per employee

521.9 0.23

20202020

3,709.61.82

20192019

Key issues and initiatives

Pollution, resources and waste

The monitoring of hazardous substances used in our labs is one of the key objectives of our annual "Environment Goals Programme". The programme sets our environmental objectives for the year and is approved by the CEO. Each objective includes a number of actions and targets which are regularly monitored. The areas covered by the annual Environment Goals programme are:

  • Environmental impact of our main fabrication partners;
  • Environmental impact of our products, including green packing;
  • Monitoring and reduction of CO2 emissions, water usage, energy consumption in our main European centres; and
  • Monitoring of hazardous substances at our labs.

Recycling

We recycle metals, such as gold, silver and copper, from waste and damaged products. Our major sites, such as our Swindon design centre, measure our recycling levels by type of waste, waste recovery levels and the level of waste sent to landfill sites. This allows us to calculate the percentage of recycling, the amount of energy recovered, and the number of trees we have saved on a monthly basis.

Use of natural resources

We understand that the scarcity of natural resources is an important consideration for our business and we aim to reduce or substitute their use in our operations wherever possible. Dialog continues to identify potential methods to improve existing technologies and to substitute gold for copper, to minimise our impact on the environment, and reduce costs without sacrificing quality and performance.

How our CMICs help reduce material consumption GreenPAK™ is a cost-effectiveNVM programmable device that enables innovators to integrate many system functions while minimising component count, board space, and power consumption. Using Dialog's GreenPAK Designer Software and GreenPAK Development Kit, designers can create and programme a custom circuit

in minutes.

Our customers can benefit from a smaller PCB footprint, integrating multiple discrete components into a single CMIC as small as 1.0 x 1.2 mm.

Additionally, it results into fewer components used as a typical GreenPAK implementation removes from ten to 30 separate components per instance.

Forward focus areas for 2021

  • Achieving the objectives of our 2021 Environmental Goals Programme.
  • Continue our efforts to reduce carbon emissions, pollution and waste, and the use of natural resources.

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Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Societal benefits

We are supporting the next generation of innovators, and in 2020 we focused on sponsoring under- represented groups in our industry. Through

this effort we sought to support the knowledge of engineering electronics in our communities and the development of a more diverse skills pool.

Julie Pope

Senior Vice President, Human Resources

Context

Like any business, we seek to generate profit for our shareholders. In pursuit of this aim, we also generate broader economic value, much of which is distributed to a wider set of stakeholders - including employees, suppliers, host governments and

other beneficiaries.

Our position at the forefront of semiconductor R&D means we are constantly helping to advance scientific knowledge in this area - laying the ground for future technological innovation, whether by ourselves or others. Likewise, the nature of our products means we play an integral role in helping millions of end-users access affordable and life-enhancing technology.

Management approach

We are committed to having a positive impact at a local level. Our most material issue in this respect is the enhancement of local skills pools. This not only benefits school and university students by enhancing their engineering capabilities, but also strengthens our own ability to recruit talented new graduates and support our long-term skills pipeline. We help promote electronic engineering skills in our local communities through a range of means, including:

  • The provision of sponsorship and access bursaries to engineering students at the universities of Edinburgh, UK Electronic Skills Foundation ("UKESF"), and Women in Engineering Society;
  • Key partnerships with University Technical College Swindon ("UTC Swindon"), including the provision of an enterprise adviser, in the United Kingdom and
    the UKESF;
  • Partnership with the National Action Council for Minorities in Engineering ("NACME"), including financial and tuition support as well as internships at our US offices;
  • Industrial placements for undergraduate students in global offices; and
  • Mentoring and support of school students.

Beyond this, we also carry out community engagement and investments, and philanthropy. Although these do not represent material issues, such activity is in line with our corporate values, the "Spirit of Dialog", and our broader corporate values, and helps support our corporate reputation.

Read more about our values on page 05

Responsibility for our direct and indirect performance sits with our Chief Executive Officer and Chief Financial Officer (with respect to our economic performance).

Performance

Direct impacts

Our most important means of distributing value are through:

  • Payments to our employees and employed contractors (including both wages
    and benefits);
  • Payments to other businesses, including our fabrication partners and other suppliers;
  • Payments to government, including taxes;
  • Community investment spending; and
  • Payments to our providers of capital.

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Annual report and accounts 2020

The table below shows how much value we generated over the last three years - and how it was distributed.

Total value generation and distribution by type (US$ millions)

2018

2019

2020

Economic value generated - Group revenue (a)

1,442.1

1,566.2

1,375.9

Economic value distributed (b)

1,304.2

1,320.8

1,275.1

- Operating costs1

933.7

906.6

877.0

- Employee wages and benefits2

311.2

318.6

357.5

- To providers of capital3

3.1

11.3

8.2

- To government3

56.0

84.1

32.4

- Community investments

0.2

0.1

0.1

Economic value retained (a)-(b)

137.9

245.5

100.8

  1. Including cost of sales and excluding employee wages and benefits, other operating (expense)/income and property tax.
  2. See details on note 6 to the accounts on page 145.
  3. Interest expense and income tax expense.

report Strategic

  • The enhancement of skills and knowledge within the electronic engineering community through our range of pre- employment educational initiatives, our recruitment and development of high- quality graduate electronics engineers, the experience our senior engineers gain by working on cutting-edge products and our considerable investment in R&D.

Further details on how we manage our direct and indirect economic value generation and distribution, as well as our research and development activities, can be found throughout this report.

Community engagement and corporate giving

Dialog has an active community engagement and community investment programme, and in 2020 we invested approximately US$89,000 to various causes aligned with our business objectives (2019: US$101,000). The Corporate Giving Policy encourages employees to engage with the communities in which they work. The policy places a stronger emphasis on activities to which we can bring additional value through our expertise and business activities.

Given the ongoing opportunities for the expansion of our business, as well as the ever increasing demand for advanced semiconductor technology, this positive impact is expected to grow.

Indirect impacts

In addition to our direct economic impacts, we also generate a range of indirect economic impacts, including through:

  • The application of our technology to improve the capabilities and portability of handheld electronic devices (amongst others). This enhances the ability of our customers to develop and market enhanced consumer products
    - as reflected in the recent boom in advanced mobile communications and wearable technology. In turn, this has helped support the creation and maintenance of jobs amongst suppliers and customers working in this exciting sector. Furthermore, it also supports the delivery of ever-more productive and portable communications and computing technology to end-users. In 2020, for example, we shipped in excess of three billion integrated circuits; and

Forward focus areas for 2021

  • Attracting female talent to STEM subjects and to our industry through our collaboration with universities, industry bodies and engineering organisations; and
  • Support ethnic minority engineering students through our partnership with NACME.

How BLE supports contact tracing

In May 2020, we launched the latest release of our Wireless Ranging ("WiRa™") Software Development Kit ("SDK"), with added highly accurate and reliable distance measurement capabilities to our DA1469x family of BLE SoCs. The highly accurate distance measurement capabilities found their way into a variety of products helping slow the spread of Covid-19.

The need for more accurate and reliable distance measurement and tracing technology has become even more critical in the wake of Covid-19. With businesses across the globe planning a controlled reopening of their workplaces, they are looking for solutions that will help guarantee safe distances between employees and improved contact tracing capabilities, to ensure safe working environments and peace of mind for employees.

43

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Our IP

and products

Dialog has deep expertise in power-efficient mixed- signal technologies which help our customers develop energy-efficient applications which respond to ever-growing consumer and governmental requirements.

Mark Tyndall

Senior Vice President, Corporate Development and Strategy,

and General Manager Industrial IoT

Context

Our products are based around

  1. range of power-efficient integrated circuit ("IC") solutions, and we aim to have a positive impact on the wider environment through the development and marketing of energy-saving technology.

The protection of intellectual property is vital for any business focused on the creation of innovative and high-value technological solutions. Any failure

in this regard could have profound consequences for the value of our inventions, products and our Company. Furthermore, our semiconductors are specifically designed for integration as components into our customers' own products. This means we necessarily access and work with customers' intellectual property and/or commercial and technological secrets. This requires a high degree of trust on the part of our customers, whose business we would lose were this trust to be broken.

44

Management approach

We are advancing mixed-signal circuit technology in a range of areas, including:

  • Mobile power management;
  • Power conversion;
  • Bluetooth® low energy connectivity; and
  • Configurable Mixed-signal ICs.

Given the rapid evolution of technology and fast-moving consumer demands, the sustainability of our business requires us to stay at the cutting edge of these technologies. As a result, we invest a significant amount into R&D. In 2020, we invested US$326 million on R&D activities or 23.7% of our total revenue (2019: US$314 million; 2018: US$326 million; 2019: 20.0% of revenue; 2018: 22.6%).

The Senior Vice President and General Manager of each business is responsible for technological innovation.

We ensure that all intellectual property is safeguarded through the application of:

  • A dedicated Intellectual Property Policy (as well as related Information Technology and Intellectual Property Security Policies). Together, these address issues such as data security, the regulation
    of external communications and incident management;
  • Related restrictive provisions in both our Code of Business Conduct and our contracts of employment;
  • Robust information technology systems to prevent data leakage; and
  • Access controls to specific project data for employees and third parties.

Performance

Protecting intellectual property

In 2020, we had no complaints relating to breaches of customer privacy, losses of customer data or the misuse of customers' intellectual property (2019: nil; 2018: nil).

Number of United States patents (registered and filed) in each given year (non-cumulative)

2018

2019

2020

Registered

102

128

129

Filed

119

119

63

As at 31 December 2020, we had approximately 1,250 inventions (2019: approximately 1,080; 2018: approximately

  1. for which we are pursuing or have already obtained patent protection.
    In particular, Dialog had 1,070 (2019: 830,
    2018: 673) granted patents in the United States alone. While intellectual property protection around this technology means it will not be shared in the short to medium term, in the long term it is technology that can be applied by anyone.

As a result of this kind of investment, we produce original technological inventions on an ongoing basis. This not only helps underpin the future success of our business, but also increases the sum of our global technological knowledge.

Annual report and accounts 2020

report Strategic

Key issues and initiatives

Positive product impacts

The technology that we design, develop and market supports our business partners in the provision of advanced, affordable technology to consumers in a range of global mass- markets. This includes:

  • Personal, portable computing devices;
  • IoT applications;
  • LED backlighting and solid state lighting;
  • Automotive infotainment and ADAS; and
  • Industrial ethernet.

In this context, our products offer a range of advantages to end-users (and, by extension, our customers who are selling to them).

These include:

  • Power management: Greater power efficiency, resulting in longer battery life and increased mobility. For example, typical usage tests suggest our Power Management Integrated Circuits decrease the power consumption of smartphones, tablets and Ultrabooks™ by up to 30%; and
  • Power conversion: Our high efficiency AC/ DC power converters and LED backlight drivers help maximise power conversion efficiency using digital technology
    and fewer components. This includes converters that use little or no power while on standby - a particularly important aspect given that standby demand consumes more than 100 billion kilowatt- hours of electricity annually in the United States alone (enough to power more than nine million American households); and
  • Connectivity: Our Bluetooth® low energy, SmartBond™ SoCs, help extend the battery life of relevant wireless products by up to 100% - reducing overall power usage and enhancing the mobility of connected products.

Minimisation of negative product impacts

The nature of our integrated circuits means that their actual and potential negative impacts are relatively limited. Nonetheless, we design our products in a way that helps to minimise any negative impacts they might have over their lifecycle. This includes efforts to reduce the size of our integrated circuits (thus reducing the amount of input materials required, as well as the amount of packaging used to protect and ship them). In addition, and as described above, we aim to make our integrated circuits as energy-efficient as possible - while also enhancing the energy efficiency of the larger products into which they are incorporated.

Given the important role our integrated circuits play in managing the power supply of more than a billion consumer end‑products, we place significant emphasis on ensuring they do not pose any health and safety risks to end-users.

Trademarks

With an expanded portfolio of patented technology, Dialog leverages years of research and development in digital, mixed‑signal and analog circuits to bring innovative, power-efficient products

to market.

GreenPak™

SmartBeat™

PrimAccurate™

SmartPulse™

SmartBond™

SmartWave™

Flickerless™

BroadLED™

AccuSwitch™

SmarteXite™

VirtualZero™

SmartBond TINY™

SmartServer™ IoT

CBRAM®

WiRa™

Forward focus areas for 2021

  • The ongoing protection of our intellectual property.
  • Management and rationalisation of our portfolio of patents and trademarks.

Powering the next generation of IoT devices

The SmartBond TINY™ module empowers customers to build the next generation of connected devices. It was specifically optimised to significantly reduce the cost of adding Bluetooth® low energy functionality to an IoT system.

SmartBond TINY™ is power efficient, delivering a record score of 18300 on the latest EEMBC benchmark for IoT connectivity.

In addition, low hibernation and active power consumption ensures long operating and shelf life.

Available in a tiny 2.0 x 1.7mm package, the module is half the size of its predecessor, or any offering from other leading manufacturers.

45

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Robust and responsible supply chain

Operational excellence within our supply chain is built upon a strong and sustainable relationship with our manufacturing partners. This in turn is vital to ensure our customers' success.

Alex McCann

Senior Vice President, Global Operations

Context

We operate a high-touch fabless business model and we have developed strong and responsible relationships with our foundry, test and packaging partners.

Over time, our engagement has evolved into close R&D and supply chain collaboration.

Given the nature of our business model and our commercial relationships, value chain management is a particularly important issue for Dialog. This not only includes operational aspects (including the avoidance and mitigation of supply chain disruption and supply constraints), but also sustainability aspects such as:

  • The impact of our business partners on human rights and labour rights;
  • Health and safety performance amongst our suppliers; and
  • The environmental impacts of both our suppliers and the contents of our products.

This reflects:

  • Evolving stakeholder expectations, which place ever-growing emphasis on the need for companies to identify, and use their legitimate influence to proactively manage, their indirect sustainability impacts; and
  • Dialog's duty to help protect its own customers from reputational, contractual or commercial harm.

Management approach

We operate responsible practices within Dialog and employees are based in many of the premises of our partners.

We undertake annual audits of our existing fabrication partners covering operational and sustainability aspects.

In addition, we outsource our wafer production to leading foundries, mostly in Taiwan and China, such as TSMC and Global Foundries. They provide high-quality products and have the ability to meet both our stringent qualification requirements and our tight deadlines. Over the years, we have worked closely with TSMC to introduce new manufacturing technologies for our highly- integrated power management ICs, such as 130 nanometre Bipolar CMOS DMOS ("BCD").

The final assembly of our chips is outsourced to a number of qualified subcontractors in Asia.

Our test programmes, which are based on our own and individual customers' specifications, are developed by our test engineers in parallel with the design process. Leveraging the outsourcing model to its fullest for volume manufacturing, we still retain an in-house prototype test facility, including physical analysis capabilities.

This enables fast ramping to volume manufacturing at the foundry and at packaging and test subcontractors. As a result, we can achieve best-in-class industry yields and extremely high-quality and reliable products. Equally important, it allows us to minimise the scope of tests required and the device test time, helping to reduce unit costs.

We manage our value chain through:

  • A policy of only dealing with fabrication partners who are accredited to or are compliant with the ISO14001 (environment), ISO50001 (energy), and ISO9001 (quality) management standards;
  • Screening all new fabrication partners against our Self-Audit Checklist (which covers labour and human rights, health and safety, the environment and business ethics), as well as undertaking pre- qualification audits prior to the integration of new fabrication partners into our supply chain;
  • Annual auditing (jointly by Dialog and third-party auditing teams) of our major fabrication partners against our Supplier Audit Checklist and Corporate Social Responsibility Checklist. In addition
    to requirements relating to ISO14001, ISO45001 and ISO9001, auditing covers a range of broader corporate social responsibility issues, including those drawn from the RBA6.0 Responsible Business Alliance Code of Conduct.
    In 2020, due to the restrictions imposed by the Covid-19 lockdown, we carried out 20 supplier audits on this basis, most of them remotely (2019: 31; 2018: 22); and
  • Regular business reviews, during which Dialog managers meet with our suppliers to discuss performance and future capabilities.

As part of the annual audit of our top five contractors, which represent approximately 90% of our total activity, we monitor

their energy consumption, water usage, volatile organic compounds and waste. This includes reviewing targets and progress towards those targets.

46

Annual report and accounts 2020

report Strategic

In addition, our customers carry out their own auditing both on Dialog and our suppliers. This is to ensure that:

  • Dialog is effectively communicating customer standards to our suppliers - and has adequate systems in place to monitor their ongoing application in practice;
  • Suppliers are achieving a level of performance that is in line with our customers' requirements (including those around supplier environmental performance, for example); and
  • The products supplied to customers meet any relevant sustainability criteria that the customer has committed itself to (including those relating to the type and source of input materials, for example).

Key issues and initiatives

Transparency

Value chain transparency is vital for the maintenance of predictable sourcing and marketing activities, as well as the avoidance and/or minimisation of any negative indirect impacts to which we might otherwise contribute. This includes impacts relating to human rights, labour rights, health and safety, and the environment.

Performance

Proportion of major fabrication partners screened/audited for sustainability performance by issue type (new fabrication partners screened1/existing fabrication partners audited2)

100%

100%

100%

100%

2020

2020

2020

2020

100%

2019

100%

2019

100%

2019

100%

2019

100%

2018

100%

2018

100%

2018

100%

2018

Health and safety

Environment

Labour rights

Society

In 2020, we continued with our main fabrication partners to apply tightened requirements and auditing criteria. A significant decrease in the number of major negative audit findings relative to 2019 shows that our suppliers have undergone successful continuous improvement programmes to address previous findings and are monitoring ongoing effectiveness.

This strengthened audit process helps us manage the expansion of our business and the ability to integrate additional suppliers to the scope of our audits.

Our customers can be confident in the quality and sustainability of our supply chain.

Type and number of "major" negative audit findings3

2018

2019

20205

Health and safety

7

2

16

Environment

5

3

84

Labour rights (incl. human rights)

20

2

67

Society

0

0

0

  1. Screening activity is aimed at improving the performance of our fabrication partners where necessary, rather than their exclusion from our supply chain.
  2. Includes both documentary auditing and on-site auditing. All our major fabrication partners were subjected to auditing in 2020. One of our fabrication partners was excluded from our supply chain.
  3. i.e. audit findings of sufficient seriousness that Dialog requires immediate correction on the part of the supplier.
  4. Such as: application of customer-specific testing criteria on boundary noise, chemical materials, and hazardous waste more strict than international standards.
  5. Decreased numbers reflect successful improvements due to the strengthening of our audit process throughout the past three years.
  6. Such as: requirements for regular evacuation drills.
  7. Such as: working hours management, medical check-ups, and regulations on dormitory room occupancy.

Examples of negative audit findings in 2020

Health and safety

Insufficient evidence shown for fire drills in dormitories

Environment

Insufficient storage and treatment of chemical materials

Labour rights (incl. human rights)

Too many workers occupying a room in the dormitories

Society

None

This is a particularly important issue for Dialog, due to:

  • Our fabless business model, which makes us highly reliant on the ability of our fabrication partners to meet the stringent quality requirements imposed on us by our customers;
  • High levels of sensitivity amongst key consumer-facing electronics brands regarding their potential exposure to reputational risk via their supply chains; and
  • Increasing stakeholder scrutiny of the electronics industry regarding indirect negative impacts taking place at lower, less-visible tiers of the supply chain (including amongst sub-suppliers) - particularly in relation to mineral extraction, trading and processing.

In this context, we require our major suppliers to:

  • Provide assurance regarding their compliance with our Supplier Code of Conduct through Self-Assessment Questionnaires, validation audits and the provision of documentation;
  • Maintain membership of the Responsible Business Alliance's ("RBA") online data management system ("RBA-ON"); and
  • Complete and return information regarding the origin of potential conflict minerals integrated into parts supplied to Dialog.

In addition, we assign at least one Dialog representative to each of the fabrication plants producing integrated circuits for us. This allows us to clearly communicate our operational, quality control and sustainability requirements to our partners on an ongoing basis, while also identifying and (in partnership with our fabrication partners) proactively addressing any issues of potential concern.

In 2020, neither our own operations nor any of our largest suppliers were found to pose a significant social or environmental risk (2019: nil; 2018: nil).

In 2020, as in previous years, we did not identify any cases where tungsten, tin, tantalum

and gold ("3TG") integrated into our products may have supported armed groups in the

Democratic Republic of Congo ("DRC") or adjoining countries.

47

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Robust and responsible supply chain continued

Our Supplier Code of Conduct

We expect all of our major suppliers to comply with our Supplier Code of Conduct. We extend related requirements to our major suppliers through the application

of our Supplier Code of Conduct, which incorporates the requirements of the RBA. This comprehensive document imposes minimum standards with respect to labour rights, health and safety, and environmental management.

Labour rights

Dialog's suppliers must demonstrate a commitment to upholding workers' human rights and to treating them with dignity and respect. In addition to key requirements around the International Labor Organization ("ILO") core labour standards (relating to forced labour, child labour, discrimination and freedom of association/collective bargaining), the Dialog Code of Conduct also requires our major suppliers to:

  • Follow relevant national law with respect to working hours, holiday entitlements and the outsourcing of labour; and
  • Ensure workers are not subject to physical or verbal abuse, bullying, or any form of unlawful harassment and intimidation.

The Dialog Code of Business Conduct is directly informed in this respect by the following instruments and standards:

  • Universal Declaration of Human Rights;
  • ILO International Labour Standards;
  • UN Global Compact;
  • RBA Code of Conduct; and
  • SA8000 Social Accountability Standard.

Dialog Code of Business Conduct

https://www.dialog-semiconductor.com/sites/default/files/2020-07/dialog_code_of_ business_conduct.pdf

Health and safety

The highly regulated and automated nature of our fabrication partners' plants, as well as the mature nature of their health and safety management systems, means that their risk profile is relatively low compared with many assembly plants higher up the value chain (where chips are integrated into larger consumer products).

Nonetheless, we work with our major suppliers to ensure that risks, wherever present, are minimised. In this context, the Dialog Code of Business Conduct and Supplier Code of Conduct (including the related RBA Code) require our suppliers, amongst other things, to:

  • Minimise worker exposure to potential health and safety risks, including through the application of design, engineering and administrative controls (including safe work procedures, training and the encouragement of employees to raise related concerns), as well as the provision of protective equipment where necessary;
  • Apply systems to prevent, manage, track and report health and safety incidents, including the proper recording of all cases of occupational injury and illness, the provision of medical treatment and the development and implementation of corrective action plans;
  • Implement emergency planning and response measures, including evacuation procedures, the provision of fire detection and suppression equipment, the maintenance of adequate exits and recovery planning; and
  • Control the exposure of workers to hazardous substances and to physically demanding tasks.

Environmental management

It is important that our fabrication partners demonstrate environmental leadership. This is why we only work with suppliers who are accredited to, or comply with, the ISO14001 environmental management system standard. This includes pollution prevention, reporting, hazardous substances, waste and wastewater management, and emissions to air.

Under our Supplier Code of Conduct (and related RBA Code), our major suppliers are required to:

  • Comply with relevant environmental laws and regulations;
  • Minimise their use of resources (including water and energy) and their generation of solid waste and wastewater;
  • Identify and safely manage hazardous materials. This includes the provision of relevant materials declarations under EU Directive 2011/65/EU (Restriction of Hazardous Substances or "RoHS3") and EU Regulation (EC) 1907/2006 (Registration, Evaluation, Authorisation and Restriction of Chemicals or "REACH");
  • Responsibly manage solid waste (including through recycling) and wastewater (including through treatment prior to discharge, ongoing monitoring and the control of discharges to local water bodies);
  • Responsibly manage emissions to air (including volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting chemicals and combustion by- products) and minimise their greenhouse gas emissions; and
  • Adhere to all applicable laws, regulations and customer requirements regarding the exclusion of specific substances
    in products and manufacturing.
    We are continuing to work with our major suppliers to develop recovery processes, and resource substitution technologies and other methods to reduce greenhouse gas emissions throughout the
    supply chain.

48

Annual report and accounts 2020

report Strategic

Our Supplier

Code of Conduct

Labour rights

Including the International Labor Organization ("ILO") core labour standards, working hours, wages and benefits, and the treatment of employees in the workplace.

Health and safety

Including occupational health and safety, emergency preparedness, industrial hygiene, living conditions and physical safeguards.

Environmental management

Including pollution prevention, reporting, hazardous substances, waste and wastewater management, and emissions to air.

Ethics

Including business integrity, intellectual property, competition, whistleblowing and conflict minerals.

Management systems

Including policies, lines of accountability, compliance mechanisms, risk assessment, training, auditing

and sub-suppliers.

By requiring its suppliers to comply with the RBA requirements, Dialog helps "cascade" good practice throughout its supplier base and minimise its indirect negative impacts. By doing so, it is not only protecting its own reputation, but also the reputation of its customers - some of whom are potentially vulnerable to consumer activism.

Business ethics

Business ethics includes business integrity, intellectual property, competition, whistleblowing and conflict minerals.

Management systems

Including policies, lines of accountability, compliance mechanisms, risk assessment, training, auditing and sub-suppliers.

By requiring our suppliers to comply with the RBA requirements, Dialog helps cascade good practice throughout its supplier base and minimise its indirect negative impacts. By doing so, we not only protect our own reputation, but also the reputation of our customers - some of whom are potentially vulnerable to consumer activism.

www.responsiblebusiness.org/ standards/code-of-conductResponsibility in this respect sits with the Senior Vice President Global Operations. He is supported in this role on a day-to-daybasis by the Environmental Manager.

Conflict minerals

Further up the supply chain, we have a policy relating to conflict materials.

We support international efforts to ensure that the mining and trading of tin, tungsten, tantalum and gold (known as "3TG") from high-risk locations does not contribute to conflict and/or serious human rights abuses in the Democratic Republic of the Congo ("DRC") and the Great Lakes region of Africa (or elsewhere).

Although we are not subject to the conflict minerals reporting requirements set out in Section 1502 of the US Dodd-Frank Act, many of our customers are. In this context, we are committed to providing our customers with assurance by:

  • Identifying whether any 3TG in our products has originated from the DRC or adjoining countries;
  • (If it has), understanding whether the 3TG in our products has financed or otherwise benefited armed groups; and
  • Disclosing the results of this process to our customers.

As such, our Conflict Minerals Policy commits us to:

  • Supporting the aims and objectives of those provisions of the US Dodd-Frank Act 2010 that relate to 3TG;
  • Not knowingly procuring 3TG minerals from the DRC or adjoining countries that are not certified to be "conflict free";
  • Asking our suppliers to undertake reasonable supply chain due diligence to ensure that they only use 3TG that is: (1) sourced from outside the DRC or adjoining countries; or (2) sourced from within the DRC or adjoining countries and which is certified by an independent third party to be "conflict free";
  • Provide reasonable assurance that the 3TG in the products they manufacture do not directly or indirectly finance or benefit armed groups that perpetrate serious human rights abuses in DRC or its adjoining countries; and
  • Carry out due diligence on the source and chain of custody of their 3TG and make these due diligence measures available to customers when requested.

In addition, our Supplier Code of Conduct requires suppliers to complete and return information requests regarding the origin of any 3TG contained in products supplied to Dialog. The Conflict Minerals Reporting Template ("CMRT") is created by the Responsible Minerals Initiative ("RMI") supporting companies to deliver accurate information to their customers about mineral country of origin and the smelters and refiners they use. Dialog Semiconductor requires from its suppliers to complete and return the latest CMRT 6.01 regarding the origin of any 3TG contained in products supplied to us. Our QA & Environmental Systems Lead Auditors frequently audit the suppliers on this topic and check

their compliance.

If we do identify 3TG in our products that originate from the DRC or adjoining countries, and which may have financed or benefited armed groups, we will carry out further due diligence. If this shows that the 3TG has financed or benefited armed groups, it will be excluded from our supply chain. No incidents of this type were identified in 2020.

49

Strategic report

Dialog Semiconductor Plc

Managing our resources and relationships continued

Business ethics

Dialog's principles of business conduct define the way we do business worldwide and are aligned to our corporate values. Amongst these, we expect our employees, partners, and others who do business with Dialog to demonstrate openness, integrity and high ethical standards in all business dealings.

Colin Sturt

Senior Vice President, General Counsel

Context

We strive to establish long- term relationships with our stakeholders, based on trust and adherence to our Code of Business Conduct.

Maintaining our partners' trust depends on:

  • Our strict adherence to our customers' exact technical, commercial and ethical requirements;
  • The protection of both our own intellectual property and that of our business partners, which is fundamental given the technologically innovative nature of our business; and
  • Our strict compliance with the laws of our host societies - including those relating to anti-bribery and corruption.

Any breach of this trust, or of our legal obligations, has the potential to seriously compromise our business - whether in terms of the loss of valuable commercial relationships, the undermining of

our reputation or the application of official sanctions.

Management approach

We manage business ethics through the application of the Dialog Code of Business Conduct, which addresses a broad range of issues including:

  • Conflicts of interest;
  • Discrimination;
  • Trading in Dialog shares;
  • Protection of intellectual property and confidentiality;
  • Competition, trade restrictions and export controls; and
  • Accuracy of records, data privacy and reporting of infractions.

The Code of Business Conduct is applicable to all Dialog employees, consultants and contractors, and includes:

  • A range of specific policies addressing issues such as bribery and corruption, fraud, money laundering, financial dealings and whistleblower protection; and
  • Mandatory training on specific topics such as bribery and corruption, conflicts of interest, preventing harassment and insider dealing.

The application of our corporate Code of Business Conduct

Human and labour rights

Our Code of Business Conduct is directly informed by international, industry and customer standards. Given the highly specialised nature of our industry, we believe our supply chain has relatively low levels of slavery and human trafficking risk. Our Modern Slavery and Human Trafficking statement reflects our ongoing commitment to remain vigilant through compliance monitoring and verification, especially in selecting new suppliers.

For more information see our website https://www.dialog-semiconductor.com/sites/default/files/2019-12-31_modern_ slavery_statement_signed.pdf

50

Annual report and accounts 2020

report Strategic

Anti-bribery and corruption

Compliance with global anti-bribery and corruption ("ABC") legislation is vital in our approach to business dealings, and it is compulsory for all employees to complete online ABC training when they first join the Company and at regular intervals thereafter.

Performance

In 2020, 98% of Dialog employees had completed the online training covering our Code of Business Conduct. The following modules were also completed by most of our employees (97% to 98% completion):

  • GDPR;
  • Anti-bribery;
  • Conflict of interest;
  • Insider dealing;
  • Privacy and information security; and
  • Preventing harassment in the workplace.

Additionally, the Sales & Marketing team completed the online anti-trust training.

For more information see our website https://www.dialog-semiconductor.com/sites/default/files/2020-07/dialog_code_ of_business_conduct.pdf

Responsibility for this framework sits with our Senior Vice President General Counsel. He is supported in this role on a day‑to-day basis by the Assistant Company Secretary.

Forward focus areas for 2021

  • ABC training for all new employees.
  • Strict adherence with laws of all the countries where we operate.

A resilient cybersecurity framework The global pandemic and the stay-at-home orders represented a significant set of unique challenges, forcing the business to move to a remote working model.

Using collaboration tools, the IT teams set about ensuring a seamless switch, reviewing network connectivity in real time to ensure sufficient bandwidth, assessing equipment and licence availability, and upscaling where required.

Operational and security aspects were reviewed to ensure the full support of remote users without compromising business security.

The Company quickly and efficiently, over the space of two weeks, transitioned to operate almost entirely remotely

and suffered no significant outages or disruptions.

51

Strategic report

Dialog Semiconductor Plc

Our people and culture: diversity and inclusion

Embracing diversity and inclusion is not just the right thing to do. It makes us stronger and more innovative.

Official sponsor for INWED20

We continued our partnership with the Women in Engineering Society ("WES"), working towards increasing the number of female engineers in the Company. Dialog was also an official sponsor of the 2020 International Women in Engineering Day ("INWED").

Diversity & inclusion events

During the year, we celebrated a number of diversity

  • inclusion days, including International Women's Day and International Women in Engineering Day. We also hosted our first diversity & inclusion awareness month with the aim to encourage new perspectives, ideas, and an appreciation of diversity.

Improved benefits

In 2020, we introduced enhanced family friendly benefits in certain locations, providing a wider range of inclusive benefits. Our goal in 2021 is to extend these benefits globally.

52

Annual report and accounts 2020

Female network groups and mentoring

In 2020, we founded an Employee Resource Group for females, creating a forum to network and share knowledge. In addition, our mentor network continued to provide invaluable coaching and support. During the year, we made a great effort to increase the number of female mentors and mentees.

Diversity & inclusion talks

In 2020, Dialog started its own panel series "Dialog Talks" where employees heard from leaders openly discussing a range of topics such as gender, ethnicity, culture, and wellbeing.

report Strategic

Sponsorship for under-represented groups 

We are proud to have partnered with the National Action Council for Minorities in Engineering ("NACME"), one of the largest providers of college scholarships for under-represented students pursuing engineering degrees. Through NACME, we provide financial support to ethnic minority students before they start university. In addition, the top performing scholar will receive tuition support and an internship at our US office next summer.

Dialog award for female undergraduates

We continued to support UKESF with the Dialog award for female undergraduates. The award is designed to address the lack of women in engineering, encouraging young female students. We look forward to welcoming additional students in 2021.

53

Strategic report

Key performance indicators "KPIs"

Dialog Semiconductor Plc

We are a business built on innovation and deep mixed- signal semiconductor expertise, and our four strategic objectives support the ambition to build a diverse and vibrant mixed-signal business.

Engineering talent ratio

78%

2020

78%

Employee turnover

9.0%

2020

9.0%

2019

77%

2019

10.0%

Our key performance indicators seek to ensure performance is aligned to our corporate strategy and our stakeholders' interests. Additionally, the Company works with a wide range of metrics covering different aspects of our business activities.

2018

76%

2018

10.7%

Through our KPIs we monitor our sales and financial performance, as well as our pool of talent which is vital to fostering innovation. These KPIs allow us to track our performance against the four strategic objectives of our growth strategy, and our long-term financial targets. We remain focused on delivering a more diversified, cash-generative growth which will, in turn, support the expansion of our business.

Definition and relevance

Proportion of employees in engineering functions as a percentage of the total employee base. Monitoring the size of our engineering pool and our ability to generate innovation.

2020 performance

In 2020, the engineering talent ratio was slightly above 2019 at 78%. In 2020, we welcomed new engineers from the acquisition of Adesto.

Definition and relevance

Number of voluntary leavers in the last 12 months divided by the average headcount during that period expressed as a percentage. Monitoring our ability to recruit and retain experienced engineering and commercial professionals is vital given the strong competition for skills in the sector, ageing population, and our business growth ambitions.

2020 performance

In 2020, employee turnover was below 2019 at 9.0%. Our ability to recruit and retain engineering professionals remained high. Dialog has a performance management system to ensure we reward our best employees through appropriate mechanisms.

54

Annual report and accounts 2020

Number of sales

Customer concentration

Free cash flow

opportunities

1,005

62%

US$92m

2020

1,005 2020

62%

2020

US$92m

report Strategic

2019

1,049

2019

72%

2019

US$449m

2018

1,011

2018

75%

2018

US$230m

Definition and relevance

Number of sales opportunities recorded in the pipeline in a given year, with a value higher than US$250k excluding cancelled, rejected, lost, and opportunities which reached their end of life.

Definition and relevance

Proportion of Group product revenue from the single largest customer. Monitoring the risk associated with reliance on a single source of income.

Definition and relevance

Free cash flow is a non-IFRS measure that represents cash flow from operating activities, less capital expenditure. It provides a measure of the cash available for expansion, to make strategic investments in, or acquire, other businesses, to repay borrowings and to fund distributions

to shareholders.

2020 performance

In 2020, the number of sales opportunities with a value higher than US$250k was 4% below 2019. The number of opportunities with a value lower than US$250k was up 22% year-on-year. This is a reflection of the increasing number of revenue opportunities in our various business segments.

2020 performance

In 2020, customer concentration was 62%, ten percentage points lower than in 2019 which excluded US$145.7 million from the perpetual IP licence.

Excluding revenue from standard products, customer concentration was 56%, ten percentage points below 2019 (2019: 66%).

2020 performance

Free cash flow in 2020 was 80% below 2019. This was the result of the lower cash inflow from operating activities alongside the Company's ability to convert profit into cash.

See explanations and reconciliations to the nearest IFRS measure in the section entitled "Financial performance measures" on pages 190 to 196.

55

Strategic report

Dialog Semiconductor Plc

Key performance indicators "KPIs" continued

RevenueGross margin

(12)% IFRS

49.3% IFRS

2020

(12)%

2020

49.3%

2019

9%

2019

54.2%

2018

7%

2018

47.9%

(3)% underlying

50.6% underlying

2020

(3)%

2020

50.6%

2019

(2)%

2019

49.8%

2018

7%

2018

48.3%

Definition and relevance

Actual and prior year's full-year revenue measured in our reporting currency, US dollars. Monitoring this revenue trend provides a measure of business growth.

Definition and relevance

Actual and prior year's gross margin. Gross margin is gross profit expressed as a percentage of revenue and shows the value of the Group's products. Monitoring this trend provides a measure of our ability to obtain profit margin from our products and manage our manufacturing costs over a period of time.

2020 performance

Revenue in 2020 was US$1,376 million, which was 12% below 2019. Revenue in 2019 included the perpetual IP licence fee of US$146 million in relation to the licensing arrangement with our largest customer which closed in April 2019. Total Group underlying revenue was 3% below year- on-year. This was due to the anticipated decline in revenue from licensed main PMICs (FY 2020: US$363 million; FY 2019: US$626 million) offsetting the strong performance in the rest of the business.

2020 performance

Gross margin in 2020 was below

2019 mainly due to the positive impact from the perpetual IP licence fee in 2019. Underlying gross margin was 50.6%, which was above 2019. This increase was due to the positive impact from the revenue recognition of the effective IP licence granted to our largest customer together with savings in manufacturing costs.

56

Annual report and accounts 2020

Operating expenses as

Operating margin

Diluted EPS (US$)

a percentage of revenue

39.0% IFRS

8.8% IFRS

1.17 IFRS

2020

39.0%

2020

8.8%

2020

1.17

2019

32.4%

2019

24.3%

2019

3.96

report Strategic

201834.3% 201813.8% 20181.80

30.3% underlying

21.6% underlying

3.32 underlying

2020

30.3%

2020

21.6%

2020

3.32

2019

28.6%

2019

22.8%

2019

3.47

2018

28.9%

2018

19.5%

2018

2.90

Definition and relevance

Actual and prior year's operating expenses ("OpEx") expressed as a percentage of revenue. OpEx % provides a measure of our effort in innovation and the efficiency of our operating structure over a period of time and it reflects the need for current returns as well as an investment in future revenue growth. OpEx % and underlying OpEx % provide a useful reflection of the focus and efficiency of our operating structure. OpEx includes Selling & Marketing expenses, General & Administrative expenses and Research

& Development expenses.

Definition and relevance

Actual and prior year's operating margin. Monitoring this trend provides a measure of our ability to increase the profitability of our operating activity over a period of time. Underlying operating margin provides a useful link to our ability to generate cash as we are a low capital intensity business.

Definition and relevance

Actual and prior year's diluted EPS. Monitoring this trend provides a useful measure of our ability to generate earnings and the inherent value of our business for our shareholders over a period of time. Underlying diluted EPS provides a useful reflection of the inherent value of the business.

2020 performance

OpEx % in 2020 was 660bps above

2019 mainly due to the lower revenue and higher OpEx expenses resulting from the acquisitions of Creative Chips and Adesto, partially offset by savings. On an underlying basis, OPEX % was 170bps above 2019. Underlying R&D % was 120bps above 2019 while SG&A % was 50bps above 2019. It is important to note that our R&D effort is not directly linked to the revenue of the same period. It represents an investment in future revenue streams.

2020 performance

Operating margin in 2020 was significantly below 2019 mainly due to the lower revenue and the US$45 million impairment loss in relation to the goodwill recognised in the acquisition of Adesto. On an underlying basis, operating margin was 120bps below 2019. This decrease was the result of the lower revenue together with higher underlying OpEx partially offset by increased underlying gross margin.

2020 performance

Diluted EPS was significantly below

2019 at US$1.17 due to the lower net income together with the lower share count. Underlying diluted EPS was below 2019, mainly driven by the decrease in underlying net income partially offset by the lower sharecount.

57

Strategic report

Dialog Semiconductor Plc

Segmental Review

Custom

Mixed Signal

Vivek Bhan

Senior Vice President and General Manager,

Custom Mixed Signal

Dialog has successfully leveraged its deep expertise and IP in power management and energy efficiency. Together with our leading customers, we have delivered advanced battery management and display power

ICs that enhance the performance of the end products and improve consumers' experience.

Underlying revenue

US$805m

(2019: US$962m)

Underlying operating profit

US$230.1m

(2019: US$282.6m)

See explanations and reconciliations to the nearest IFRS measure in the section entitled "Financial performance measures" on pages 190 to 196

58

Leveraging our mixed- signal expertise to create the next wave of innovation and differentiation.

Our ability to integrate combinations of complex mixed-signal IP in customer-specific products and reliably produce them in very high volumes has helped fuel the mobile computing revolution since its early days. Our investments in technology adjacencies such as battery management and display power have begun to produce tangible success in the creation of innovative IP as well as design wins with major customers in mobile, computing, IoT and automotive.

Highlights

  • Double digit year-on-year underlying revenue growth excluding licensed main PMIC products.
  • Delivered samples for high-volume phone battery management programmes at multiple tier one customers.
  • Won key designs and began high volume production at leading tier one automotive suppliers.
  • Began volume production of new products for gaming platforms.
  • Design wins in an emerging AR/VR application at a major tier one customer.
  • Expanded our market diversification with several developments in the wearable and TWS markets.

Our markets

  • System power and battery management ICs for large-screen smartphones
    and tablets.
  • Power management ICs for wearables, watches, and TWS.
  • High-efficiencybattery management solutions for smartphones and tablets.
  • High-voltagepower management for Chromebooks™, Ultrabooks™, and convertible tablets.
  • Automotive-gradepower management solutions for powering in-vehicle infotainment, ADAS, instrument clusters, and telematics systems.
  • Custom power management ICs for gaming, memory and SSDs.

2020 progress

  • Continued market diversification initiatives by partnering with five new major mobile and consumer suppliers.
  • Made excellent progress on our diversification goals by securing more than 50% of design wins with non- mobile customers.
  • Began development for a second major gaming platform.

Annual report and accounts 2020

report Strategic

Power management for automotive computing

In 2020, we expanded our collaboration with Renesas as the preferred power solution provider for the R-Car M3 and R-Car E automotive computing platforms.

In addition, Telechips, selected Dialog as the preferred power management partner for its next generation automotive platforms.

  • Accelerated production ramp for Automotive-grade PMICs across key in- cabin applications for various automotive tier ones, and announced partnership with Telechips, a leading SoC supplier for automotive in-cabin electronic control units.

Key drivers

  • Battery charge time reduction.
  • Extended battery range.
  • Increasing efficiency requirements to address tightening thermal budgets.
  • Industry increase in "always-on" applications requiring ultra-low power solutions to extend battery life.
  • Integration of complex battery management functionality to support advanced features.
  • Increased computing capability.
  • Flexibility and scalability to meet the various requirements of high-performancemulti-core SoC platforms for automotive electronics systems.

Our products

Dialog replaces discrete power management components with highly-integrated, single- chip solutions that reduce energy usage, provide design simplicity at a lower cost and improve the overall power density of mobile products.

Our PMICs are flexible and scalable delivering power solutions which meet the exact voltage and current needs of every component on a circuit board.

This flexibility is attractive to both platform vendors and customers. Platform vendors can validate one PMIC and use it in multiple platform variants, and end-customers who wish to differentiate from other platform customers can easily modify PMIC functions to gain a competitive advantage.

Our leadership position in PMICs allows us to quickly address developing market trends and we continue to place significant focus on battery management.

The trends in battery management are driven by continuously improved performance and functionality in our customer's products with limited battery capacity. We have strong interest for BMICs customised to meet

the complex configurations of consumer solutions while providing the accurate and precise monitoring functions to ensure the reliability and safety of batteries.

The increasing electrification of the automobile is driving additional business opportunities for our automotive-grade PMICs. Configurable high resolution screens, advanced infotainment systems, flexible electronic instrument clusters, and ADAS features require the use of high-performancemulti-core SoC devices powered by flexible/ scalable power management solutions.

More applications require effective power management solutions.

Always-on sensing combined with increased context awareness in a wide range of smart devices has the effect of exponentially increasing the number of use cases that customers wish to support.

Strategies to manage leakage and quiescent current are now evolving in parallel with new topologies to deliver higher power density to support the next level of "full power" benchmark performance.

Accommodating such diverse requirements while maintaining battery life is one reason why customers continue to turn to Dialog to support their next power challenge.

With such powerful market dynamics at play in high-volume segments, the stage is set for the next wave of innovation in smart power management - Dialog is well positioned

to deliver.

Forward focus areas for 2021

Extend product portfolio

  • Capitalise on established partners and secure second-generation opportunities.
  • Expand our engagement in gaming, hearables, and wearables with our custom mixed-signal solutions.
  • Expand our automotive PMIC portfolio.

Deliver continuous innovation

  • Accelerate System-on-Chip partner collaboration.
  • Leverage Dialog internal synergies to provide signal chain solutions to our customers.

Strategic initiatives and M&A

  • Deepen our collaboration with strategic partners.

59

Strategic report

Dialog Semiconductor Plc

Segmental Review

Advanced

Mixed Signal

Davin Lee

Senior Vice President and General Manager,

Advanced Mixed Signal

2020 was another growth year for our Advanced Mixed Signal business. Despite the impact from the pandemic

on our backlighting business, we maintained a commanding market share in the rapid charge market and delivered strong growth from our GreenPAK™ products through increased customer adoption

and new product introductions.

Underlying revenue

US$275m

(2019: US$253m)

Underlying operating profit

US$27.9m

(2019: US$15.2m)

Underlying operating profit reconciliation on pages 190 to 196

60

Innovative and differentiated mixed-signal technologies addressing customer requirements in our target end-markets.

Configurable Mixed-signal ICs ("CMICs") pioneer a new category of ICs which enable our customers to customise and integrate multiple analog, logic and discrete functions into a single chip. This can be prototyped in hours, accelerating time-to-market while reducing board space.

Dialog's proprietary digital control technology is at the heart of our AC/DC converters, backlight driver ICs and solid state lighting ("SSL") LED driver ICs. It enables energy- efficient products and helps our customers meet stringent government standards

and energy regulations for low power and high efficiency.

Highlights

  • 8% year-on-year underlying revenue growth; underlying operating profit up 83%.
  • Introduced our new highest efficiency AC/ DC chipset - our Zero Voltage Switching ("ZVS") solution, which enables smaller form factor power supplies.
  • Despite the adverse impact from the cancellation of live sports we saw strong customer engagement with our backlighting products, leading to design wins, including our solutions for Mini LED backlit TVs.

Our markets

  • CMICs for IoT, mobile computing and automotive.
  • LED LCD drivers for direct backlighting in TV, automotive and LED monitor displays.
  • SSL LED drivers for residential and commercial lighting applications.
  • AC/DC controller solutions for smartphones, tablets, appliances, industrial products - digital intelligence and state machine solutions for high power density and zero standby power rapid charge and non-rapid charge adapter and power supplies.
  • DC/DC Power Management ICs ("PMICs") for smartphones, portable devices
    and wearables.

2020 progress

  • Launched the first fully programmable advanced analog CMIC.
  • Saw strong adoption of our backlighting products, including our solutions for Mini LED backlit TVs.
  • Saw expanded adoption of our USB PD travel adapter solutions.
  • Increased number of customers willing to pay premium for our AC/DC solutions for higher power, smaller adapters/ power supplies.
  • Introduced our new highest efficiency AC/DC chipset - our ZVS solution.

Key drivers

  • Growing consumer demand for direct backlight 4K and 8K High Dynamic Range ("HDR") TVs at low cost.
  • Consumer demand for faster mobile device charging and smaller, higher power density adapters.
  • Consumer applications have very short design cycles and demand low-power,low-cost small form factor ICs.
  • Stringent government regulations for efficiency and standby power in electronic products.

Our products

Configurable Mixed-signal ICs ("CMICs") integrate analog mixed-signalfunctionality on an easily configurable software platform, using non-volatilememory to configure multiple analog, digital and power functions.

Annual report and accounts 2020

report Strategic

Expanding our CMIC portfolio

The latest member of our CMIC GreenPak™ family, allows for unique custom analog ICs to be designed in short times.

The SLG47004 is the first GreenPAK™ IC to incorporate configurable op amp functionality. Its high level of customisation and integration of multiple functions into a small form factor is unmatched.

This new product will rapidly accelerate GreenPAK™ adoption into entirely new applications for our customers and partners.

This allows customers to easily replace standard analog, logic and discrete board components, enabling a fast go-to-market, and reduce board space and costs.

In 2020, Dialog launched the first fully programmable CMIC with op amp functionality. With its high level of customisation and integration, it is the beginning of a new family of analog-focused GreenPAK solutions.

LED Backlight Drivers

Consumers want the absolute best picture quality for the price when purchasing a new TV or monitor. That is why manufacturers continue to transition from edge-lit to multi- zone, direct backlight High Dynamic Range ("HDR") displays.

HDR TVs use direct backlight, local dimming to achieve a vibrant visual experience.

Local dimming technology dims the area of the screen that needs it, while keeping the bright parts of the display bright. It also increases the contrast ratio to render deeper blacks, intense bright highlights and life-like colours that allow exciting and truly immersive viewing.

Local dimming requires direct backlighting with many active LED zones and thousands of LEDs. This plays to Dialog's core BroadLED™ LED driver IP, which is used in virtually all leading 4K and 8K HDR TVs to enable local dimming. Our BroadLED™ technology allows our customers to lower their direct backlighting solution cost, reduce power consumption and enhance thermal performance for longer lifetime with higher reliability.

We saw continued adoption of our direct backlighting solutions for HDR TVs in 2020. And we continue to be well positioned with our direct backlighting solutions at major panel vendors and suppliers.

Mini LED backlight TVs hold the promise of stunning visual quality equivalent to OLED displays at lower cost. This is expanding the demand for multi-channel direct backlight LED drivers, with Mini LED TVs benefiting from the cost savings and performance benefits of Dialog's BroadLED™ technology.

AC/DC Power Conversion and Control Dialog's AC/DC travel adapter IC solutions continue to support virtually all fast charge protocols, including USB Power Delivery, Qualcomm® Quick Charge™ 4+; Samsung Adaptive Fast Charging ("AFC"); Huawei SuperCharge™ technology and Fast Charger Protocol ("FCP"), as well as other proprietary OEM protocols.

Our AC/DC high power density RapidCharge™ chipsets and AC/DC converter ICs deliver efficiency greater than 90% and support output power greater than 100W, using fewer and smaller components. Our high power density Zero Voltage Switching ("ZVS") RapidCharge™ solution reduces heat dissipation and enables low system cost, allowing OEMs to pack more power into even smaller charger and adapter cases with very low standby power.

Additionally, fast chargers and power supplies designed with Dialog's RapidCharge™ controllers are not hackable. This is because our controllers are hard-wired state machines, so there is no firmware that can be corrupted by hackers. Adapters that use microcontrollers ("MCUs") can be vulnerable to hacking when connected via the USB cable, when the charger can be compromised by sourcing more power than the portable device can safely handle, causing damage or even destruction of the smartphone or tablet.

LED Solid State Lighting

Dialog addresses the SSL market with a broad range of high-performance, low BOM cost LED driver ICs. We support both dimmable and non-dimmable solutions, with increasing focus in commercial lighting applications.

Forward focus areas for 2021

Extend product portfolio

  • Increase the value of our configurable platform incorporating additional analog and power management IP.
  • Extend our leadership in LED backlighting, delivering direct backlight ICs for next- generation Mini LED, Micro LED, and automotive HDR displays.
  • Continue to deliver next-generation RapidCharge™ adapter solutions, including USB PD high power density chipsets to meet fast charging standards.
  • Expand our SSL LED driver solutions for commercial and professional LED lighting.

Achieve a broader and deeper customer base

  • Increase cross-selling of CMICs across our customer base.
  • Extend our core BroadLED™ backlighting technology for performance innovations in the automotive, TV and monitor HDR backlighting markets.
  • Extend our RapidCharge™ AC/DC USB PD power supply solutions to a broader customer base.
  • Leverage our AC/DC converter IP and ASSP technologies to address the appliances and smart meter markets.

61

Strategic report

Segmental Review

Connectivity & Audio

Sean McGrath

Senior Vice President and General Manager, Connectivity & Audio

Dialog Semiconductor Plc

2020 has seen continued revenue growth in a challenging environment. We have worked with our manufacturing partners to meet sudden demand for work and learn-from- home applications, as well as pandemic-related health products such

as testers and social distancing applications. Our innovation in WiRa, wireless ranging over BLE, will help workers in warehouses and other environments maintain proper social distancing.

Underlying revenue

US$196m

(2019: US$184m)

Underlying operating profit

US$15.1m

(2019: US$21.6m)

Underlying operating profit reconciliation on pages 190 to 196

62

Everything is connected

As the Internet of Things continues to develop and evolve, more and more applications are getting connected. Our low power connectivity technologies and audio ICs help our customers to succeed in these highly competitive markets.

Highlights

  • 6% year-on-year underlying revenue growth.
  • Fully integrated FCI's operations into the Dialog organisation.
  • Launched second generation VirtualZero™ low power Wi-Fi SoC.
  • Launched the DA16200 SoC, combining BLE and low power Wi-Fi into a single module purpose built for battery-powered IoT applications.
  • Launched the DA7403, the world's smallest smart CODEC integrating active noise cancelling and multi- microphone beamforming.

Our markets

  • Single chip transceivers for DECT- based cordless telephones, wireless microphones, headsets and gaming accessories.
  • SmartBond™ single chip wireless ICs, certified to the Bluetooth® low energy standard, for enabling IoT node connectivity to the cloud.
  • VirtualZero™ highly integrated single chip low power Wi-Fi SoCs for enabling battery-powered node connectivity to Wi‑Fi networks and cloud services.
  • SmartBeat™ provides a platform for robust, low-power wireless audio over USB, DECT, and as a Bluetooth® co-processor. This platform offers a highly-integrated solution for high- quality and fixed low-latency wireless

audio applications, supporting sample frequencies up to 192kHz.

  • General purpose low power Hi-Fi audio CODEC and haptic devices for gaming, computing, portable media players and audio accessories.

2020 progress

  • Continued revenue growth in a challenging environment.
  • Launched second-generationWi-Fi SOC and modules.
  • Expanded our audio offering with the launch of the DA7403 smart CODEC.
  • Strengthened market position in the wearable segment and audio segment with key design wins at multiple customers.

Key drivers

  • Rapid market expansion of BLE fuelled by the connectivity needs of the Internet of Things.
  • Growth of battery powered IoT and other devices that benefit from direct Wi-Fi and cloud connectivity.
  • New market trend for digital headsets for smartphone aftermarket using Bluetooth®, with rapid market expansion for the new generations of True Wireless Stereo ("TWS") earbuds.
  • Focusing on the fast-growing Unified Communication products segment with 1.9GHz DECT audio and USB- audio headsets.
  • Maturity of DECT handset market.
  • The Bluetooth® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by Dialog Semiconductor B.V. is under licence. Other trademarks and trade names are those of their respective owners.

Annual report and accounts 2020

report Strategic

SmartBond TINY™ module gets IoT devices to market quicker and easier than ever

This module is designed to accelerate an IoT device's time to market, cutting down the costs and resources that typically go into

a development cycle. Because all external components are integrated into the module's design, customers don't need to source these individual components separately, eliminating further levels of development costs and time.

The SmartBond TINY™ module boasts a highly configurable, easy-to-use design that empowers customers to quickly and intuitively create highly functional connected devices.

Our products

Bluetooth® low energy is the gateway to personal connectivity and easy access to the cloud.

Dialog's SmartBond™ family is the simplest route to delivering power-friendly and flexible Bluetooth® low energy connected products to the market. SmartBond™ devices are still market-leading in low power, high integration BLE and cover a broad range of applications.

In 2020, we introduced the DA16600, a module that uniquely combines Dialog's market-leadingWi-Fi and BLE capabilities into a single solution. This two-in-one module is comprised of two groundbreaking SoCs, the DA16200 and the SmartBond™ TINY DA14531, to provide best-in-class,low-powerWi-Fi and BLE for customers and further broaden Dialog's IoT connectivity portfolio.

Our range of BLE products is backed up by our powerful SmartSnippets™ software tooling and extensive applications support, making it easy for designers to get the most out of their system. Our innovation roadmap ensures designers will have the Bluetooth® solutions they need, when they need them.

SmartBeat™ products support the trend to replace the analog 3.5mm audio jack headset connection with digital alternatives. The SmartBeat™ chipset, DA14195 audio processor, DA7217 ultra-low power codec and DA7401 low power CODEC with integrated Active Noise Cancelling, is aimed at Bluetooth® and USB type-C™ digital audio connections with smartphones.

In 2020, we launched a new member of the audio CODECs family, delivering groundbreaking active noise cancellation. The DA7403 delivers active noise cancellation as well as multi-microphone beamforming which improve voice calls in noisy environments.

In 2020, we had a fast ramp up of our new low-powerhigh-definition Haptics driver giving the most complex click/vibration touch effects in the new generation of all-in-one VR games, tablets and wearables.

Low power Wi-Fi is the way that battery powered and other IoT devices can connect directly to Wi-Fi and cloud services without clumsy and expensive additional bridging equipment. Previously, Wi-Fi was considered too power hungry to successfully run on simple batteries such as AAA, AA and small rechargeable packs, but Dialog's new VirtualZero™ line of low power Wi-Fi SoC's breaks through that barrier, enabling a large array of battery-powered devices that benefit from Wi-Fi and cloud connectivity.

Soon after the closing of the acquisition of FCI, Dialog launched its first generation of VirtualZero™ low power Wi-Fi SoCs with the FC9000. The FC9000 is targeted at smart door locks, wireless sensors, thermostats, heating, ventilation and air conditioning equipment, Wi-Fi video cameras, doorbells, wearables, location tags, and many more applications in both commercial and consumer markets.

Forward focus areas for 2021

Achieve a broader and deeper customer base

  • Continue to invest in the BLE platform and increase market footprint.
  • Expand our activities in the SmartBeat™ audio products, by announcing new audio processor application design wins and introducing new lower power smart codecs to the market.
  • Continue to invest in the low power Wi- Fi portfolio, delivering follow-up SoCs and building design wins to increase market penetration.
  • Leverage the combination of BLE and Wi-Fi through our distribution and Sales representative network to expand our customer base.

Deliver continuous innovation

  • BLE focus on wearables, smart home and connected health.
  • Expand our low latency wireless audio towards microphone and headset brands.
  • Expand our audio expertise for voice user interfaces and audio enhancements in consumer headsets.

63

Strategic report

Dialog Semiconductor Plc

Segmental Review

Industrial IoT

Mark Tyndall

Senior Vice President Corporate Development

and Strategy, and General Manager Industrial IoT

Industrial automation is driving some of the most complex networking and electronic system solutions in the world today. Dialog is at the forefront of product and technology innovation.

Underlying revenue

US$65m

(2019: US$2m)

Underlying operating loss

US$(0.7)m

(2019: US$(0.7)m)

Underlying operating profit reconciliation on pages 190 to 196

64

A growing opportunity in industrial IoT

The combined product portfolio and expertise from the acquisitions of Creative Chips and Adesto Technologies, gives Dialog a growing opportunity in industrial IoT. In 2020, we made excellent progress in the integration of Adesto and we are on track to deliver $20 million cost synergies in the first calendar year after close.

Highlights

  • Closed the acquisition of Adesto on 30 June 2020.
  • Integration of Adesto progressed slightly ahead of plan.
  • We made excellent progress in the identification and delivery of US$20 million cost synergies.
  • Formed the Industrial IoT Group, bringing together the businesses from Creative Chips and Adesto.
  • Recognised an impairment loss of US$44.9 million in relation to the provisional goodwill recognised on the acquisition of Adesto.
  • Licensed our Non-Volatile Resistive RAM Technology to GLOBALFOUNDRIES for 22FDX Platform, targeting IoT and AI.

Our markets

  • Smart cities and buildings.
  • Factory and industrial automation.
  • Smart grids and metering.
  • Consumer IoT.

2020 progress

  • Introduced SmartServer™ IoT Partner Ecosystem for edge solutions in smart buildings and factories.
  • FusionHD™ NOR Flash memory compatible and qualified with our SmartBond™ Bluetooth® Low Energy SoCs.
  • EcoXiP™ octal xSPI non-volatile memory optimised to be used with Renesas' RZ/ A2M Arm®-based microprocessors ("MPUs").
  • Expansion of IO-Link IC portfolio providing robust communication to the smallest and most price sensitive IO-Link device sensors and actuators.

Key drivers

  • Building automation systems providing intelligent, energy-efficient working and living environments.
  • Next generation Industry 4.0 extending 5G connectivity to the industrial edge providing automation and AI cloud analytics through industrial edge computing.
  • Satellite communications providing global broadband connectivity.
  • Expansion of CBRAM technology as a low power non-volatile memory solution in IoT and 5G connectivity and AI applications.

Annual report and accounts 2020

report Strategic

Innovation in IoT and AI

In 2020, we licensed our non-volatile resistive RAM technology to GLOBALFOUNDRIES for 22FDX Platform, targeting IoT and Artificial Intelligence ("AI").

Dialog's proprietary and production proven CBRAM technology is a low power NVM solution designed to enable a range of applications from IoT and 5G connectivity to AI. Low power consumption, high read/ write speeds, reduced manufacturing costs and tolerance for harsh environments make CBRAM particularly suitable for consumer, medical, and select industrial and automotive applications.

Our products

Specialty non-volatile memory Non-volatilememory ("NVM") is a key component at the heart of every system design. It holds critical data, controls how the system boots, and affects overall performance. Choosing the right NVM is key. Our wide range of NVM products offer an array of features designed to help tune and optimise a system.

EcoXiP's blazingly fast performance and low power consumption allow even time-critical software to be executed directly out of non- volatile memory, reducing boot time and system cost.

DataFlash's advanced dual SRAM buffer architecture makes it the most efficient memory for data logging. It also incorporates a suite of advanced features that save system power, reduce processor overhead, simplify software development, and provide comprehensive data security and integrity options.

Our Dual/Quad products, including our new FusionHD™ devices, are designed with compatibility in mind. They feature industry standard features and pin outs that can work in any new or pre-existing design. But we know that great systems need more. This is why we offer product lines with a wealth of advanced features such as ultra-deep power down, hi-reliability,hi-temp, faster page erase, and comprehensive security features.

Industrial edge computing

Our industrial edge servers, interfaces and software enable OEMs, application developers and system integrators to quickly develop robust, innovative and interoperable solutions for their end-users - solutions that meet the unique requirements of the industrial IoT, which include autonomous control, industrial-strength reliability

and scalability.

These solutions can enable customers to reduce energy consumption, capital and operating costs, and maintenance; more accurately control business-critical conditions; establish a platform for additional networked applications; and collect data for better asset utilisation, increased efficiencies, and powerful predictive analytics.

Our edge servers combine smart gateway and automation server functionalities for industrial controls, building automation, energy management, smart grid and lighting applications.

Communication ICs

Our communications ICs are designed to enable reliable and easy communications for industrial devices and networks. Our ICs enable OEMs to quickly develop robust and innovative IIoT solutions that meet the unique requirements of the industrial IoT, such as industrial-strength reliability and scalability. Our solutions include customer programmable, highly integrated transceiver SoCs for Free Topology ("FT") networks over a single twisted pair and Power Line Communications ("PLC").

Our range of IO-Link compliant transceivers provide IO-Link compliant communication capability with advanced protection circuitry and additional features while keeping the application small and simple.

Forward focus areas for 2021

  • Successfully complete the integration of Adesto and achieve US$20 million cost synergies.

Extend product portfolio

  • Develop roadmap for next generation products, combining available competencies in industrial IoT.
  • Continue the development of industrial edge computing offering.

Achieve a broader and deeper customer base

  • Deepening our existing customer base with a strong focus on tier one industrial companies.
  • Continue to push for revenue synergies to increase cross selling.

65

Strategic report

Financial review

Strong balance sheet

Summary

In 2020, we delivered strong underlying results.

Underlying revenue excluding licensed main PMIC grew 27% year-on-

year and underlying gross margin reached a record 50.6%. We invested over US$500 million in Adesto and US$326 million in the development of new products, and returned US$80 million to our shareholders through share buybacks.

Dialog Semiconductor Plc

In a challenging year, we made good progress towards building a diverse and sustainable mixed signal business. We achieved this thanks to the dedication and commitment of our employees,

and the operational flexibility and financial resilience of our fabless model.

Wissam Jabre

Chief Financial Officer, Senior Vice President Finance

Year ended 31 December

IFRS basis

Underlying basis1

US$ millions unless stated otherwise

2020

2019

2020

2019

Change

Revenue2

1,375.9

1,566.2

1,375.9

1,420.5

(3)%

Gross profit

678.1

848.5

696.9

706.7

(1)%

Gross margin %2

49.3%

54.2%

50.6%

49.8%

80bps

R&D % of revenue

23.7%

20.0%

20.7%

19.5%

120bps

SG&A % of revenue

15.3%

12.4%

9.6%

9.1%

50bps

EBITDA1

n/a

n/a

357.0

390.1

(8)%

EBITDA margin %1

n/a

n/a

25.9%

27.5%

(160)bps

Operating profit

120.9

379.9

297.4

324.3

(8)%

Operating margin %2

8.8%

24.3%

21.6%

22.8%

(120)bps

Profit before tax

116.9

385.0

292.9

329.8

(11)%

Net income

84.5

301.5

240.2

264.4

(9)%

Basic EPS (US$)

1.24

4.19

3.53

3.68

(4)%

Diluted EPS (US$)2

1.17

3.96

3.32

3.47

(4)%

Cash flow from operating activities

142.2

496.5

n/a

n/a

n/a

Free cash flow1, 2

n/a

n/a

92.1

449.4

(80)%

  1. Non-IFRSmeasures (see explanations and reconciliations to the nearest equivalent IFRS measures in the section entitled "Financial performance measures" on pages 190 to 196.
  2. Key performance indicators.

Winner of the GSA 2019 award for best financially managed public semiconductor company

66

Annual report and accounts 2020

report Strategic

Basis of preparation

Accounting policies

The consolidated financial statements of Dialog Semiconductor Plc ("the Company") and its subsidiaries (together, "Dialog"

or "the Group") for the year ended 31 December 2020 are set out on pages 183 to 189.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use in the European Union and those parts of the Companies Act 2006 that are applicable to companies reporting under IFRS. The consolidated financial statements also comply with IFRS as issued by the International Accounting Standards Board.

The Group's significant accounting policies are unchanged compared with the year ended 31 December 2019.

Recent accounting pronouncements that are relevant to the Group are outlined in note 1 to the consolidated financial statements.

Critical accounting judgements and estimates

Details of the critical accounting judgements made in preparing the consolidated financial statements and the key sources of estimation uncertainty that may affect the carrying amount of the Group's assets and liabilities within the next financial year are set out in note 2 to the consolidated financial statements.

Non-IFRS measures

We assess the performance of the Group's businesses using a number of measures. Certain of them are non-IFRS measures because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. Underlying measures of profitability when referred to on a consolidated basis and free cash flow are non-IFRS measures.

An explanation of the adjustments made to the equivalent IFRS measures in calculating the non-IFRS measures and reconciliations of the non-IFRS measures to the equivalent IFRS measures for the periods presented are set out in the section entitled "Financial performance measures" on pages 190

to 196.

We report non-IFRS measures because they provide useful additional information about the performance of the Group's businesses. We do not regard non-IFRS measures as a substitute for, or superior to, the equivalent IFRS measures. Non-IFRS measures presented by Dialog may not be directly comparable with similarly-titled measures presented by other companies.

Covid-19 pandemic

During the first quarter of 2020, the Covid-19 outbreak developed into a global pandemic. We saw early disruption to our supply chain and to our customers' manufacturing facilities but these factors dissipated during the second quarter of the year. As consumers adapted to restrictions enforced around the globe, we saw demand increase for our products in headphones, fitness trackers, digital watches, notebooks, and tablets. Demand for our products was, however, adversely affected in our industrial markets.

Our supply chain remained stable during the second half of the year, but with most suppliers and our customers' contract manufacturers operating at almost full capacity, we were constrained in our ability to meet additional demand from our customers.

While there is still considerable uncertainty as to the extent and duration of its impact on the global economy, we consider that our fabless business model and the strength of our balance sheet provide us with the operational flexibility and financial resilience necessary to navigate the remaining course of the pandemic.

Recent corporate transactions

Acquisition of Adesto

Purchase price allocation

On 29 June 2020, we completed the acquisition of 100% of the equity interests in Adesto Technologies Corporation ("Adesto") at a price of US$12.55 per share in cash. Adesto is a leading provider of innovative non-volatile memory, custom ICs and embedded systems for the IIoT market.

Headquartered in Santa Clara, California, Adesto had approximately 270 employees and an established portfolio of industrial solutions for smart building automation that complements our range of manufacturing automation products. Adesto's solutions are sold across the industrial, consumer, medical, and communications markets.

On completion, we paid US$397.2 million in cash for Adesto's outstanding issued common shares and US$8.5 million in cash to settle Adesto's "in the money" outstanding vested employee share awards.

On completion, Adesto's "in the money" outstanding unvested employee share awards were converted into either replacement Dialog restricted share units or the right to receive future cash payments, which are generally subject to the vesting schedule and other terms (including a service condition) that governed the awards that they replaced. We determined that the acquisition date fair value of the replacement awards was US$26.0 million, of which US$11.2 million represented deferred consideration. Accordingly, the total purchase consideration recognised was US$416.9 million.

Shortly after completing the acquisition, we paid US$98.2 million in cash in settlement of Adesto's outstanding 4.25% Convertible Notes 2024 and received US$6.1 million in cash on the settlement of related capped call contracts over Adesto's common shares.

We funded the cash payments arising from the acquisition entirely from the Group's cash balances.

Our provisional purchase price allocation shows that Adesto's net assets on acquisition were US$98.0 million (after deducting the liability to settle the convertible notes). We recognised identifiable intangible assets including customer relationships (US$105.1 million), developed technology (US$44.3 million), in-process research and development (US$3.2 million) and trade names (US$4.2 million).

We have therefore recognised provisional goodwill of US$318.9 million in relation to Adesto. Details of the provisional purchase price allocation are set out in note 3 to the consolidated financial statements.

During 2020, we incurred transaction costs of US$9.0 million in relation to the acquisition of Adesto (included within general and administrative expenses). We also paid US$7.8 million in settlement of certain of Adesto's transaction costs.

During 2020, we incurred integration costs amounting to US$5.9 million in relation

to Adesto, which principally comprised employee severance costs.

Adesto is included in our Industrial IoT reporting segment. Adesto contributed US$41.0 million to the Group's revenue in 2020.

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Strategic report

Dialog Semiconductor Plc

Financial review continued

Strong balance sheet continued

Acquisition of Adesto continued

Impairment of goodwill

We agreed the purchase consideration for Adesto in early February 2020 based on profit forecasts for the business that were prepared before the extent of the impact of the Covid-19 pandemic could be predicted.

By the time we completed the acquisition, it had become clear that the forecasts would have to be scaled back to reflect the impact of the pandemic, particularly in Adesto's industrial markets. We based the provisional purchase price allocation on our revised forecasts, projected over a ten-year period in order to capture the long-term growth potential of the business.

During the third quarter of 2020, there was an increase in the discount rate applicable to Adesto's forecast cash flows that caused us to perform an impairment test on the carrying amount of Adesto.

We concluded that the carrying amount was impaired and recognised an impairment loss of US$44.9 million against the provisional goodwill relating to Adesto.

Further information is presented in note 14 to the consolidated financial statements.

Acquisition of Creative Chips

We completed the acquisition of Creative Chips GmbH ("Creative Chips") in October 2019 for initial consideration of US$83.7 million, including US$3.7 million in respect of Creative Chips' estimated cash, debt and working capital. In February 2020, we paid a purchase price adjustment of US$0.1 million to the sellers reflecting Creative Chips' actual cash, debt and working capital on completion.

Additional consideration of up to US$23.0 million in cash was payable contingent on Creative Chips' performance against revenue targets for 2020 and 2021 and the achievement of certain product development targets by the end of 2020. During 2020, it became apparent that one of the product development targets would not be met. We therefore reduced the contingent consideration liability to US$nil and recognised a corresponding credit of US$6.9 million in profit or loss (within other operating income).

Acquisition of FCI

We completed the acquisition of FCI in May 2019 for initial consideration of US$54.2 million in cash, including US$9.2 million in respect of FCI's estimated cash and working capital. In January 2021, we reached agreement with the vendors as to FCI's actual cash, debt and working capital on completion and will receive a purchase price adjustment of US$0.1 million from them.

Acquisition of Silego

We completed the acquisition of Silego Technology Inc. ("Silego") in November 2017 for initial consideration of US$291.2 million.

Contingent consideration of up to

US$30.4 million was payable for Silego in two instalments dependent on its revenues in 2017 and 2018. Silego's revenues were such that contingent consideration of US$27.9 million was payable in total, of which US$26.1 million was attributable to the shares and vested options acquired and the balance payable to holders of deferred cash rights. During 2019, we paid US$16.7 million in settlement of the element of the second instalment that was attributable to the shares and vested options acquired.

During 2020, we paid US$0.9 million (2019: US$2.1 million) in relation to the consideration element of the deferred cash rights, bringing the total deferred consideration paid to US$6.2 million.

Licensing and asset transfer agreement with Apple

In April 2019, we licensed our power management technologies to Apple Inc. ("Apple") and transferred to Apple certain assets and over 300 employees from our design centres in the UK, Germany and Italy.

Apple paid Dialog US$300.0 million in respect of the licensing arrangements and asset transfers.

Pursuant to the agreement, we granted to Apple:

  • a perpetual licence over our Power Management IP as it existed at the closing date; and
  • an effective licence over certain of our IP as it existed at the closing date and is developed for a period of at least four years thereafter.

On closing of the licensing and asset transfer agreement, Apple made an interest-free prepayment to Dialog of US$300.0 million to be recovered primarily by recoupment against invoices payable to Dialog for the purchase of certain of our products in quarterly instalments over the three-year period ending on

31 March 2022. On initial recognition, we measured the prepayment at its fair value of US$288.6 million. We accounted for the "below market element" of the prepayment of US$11.4 million as additional consideration in respect of the licensing arrangements and asset transfers.

We allocated the total consideration of

US$311.4 million in respect of the licensing arrangements and asset transfers as follows:

  • US$145.8 million to the perpetual IP licence;
  • US$136.4 million to the effective IP licence; and
  • US$29.2 million to the design centre businesses transferred.

We recognised the consideration for the perpetual IP licence as revenue on the closing date.

We are recognising the consideration for the effective licence over the four-year period following the closing date. During 2020, we recognised revenue of US$35.7 million (2019: US$18.5 million) in relation to the effective IP licence.

During 2019, we recognised a gain of

US$15.9 million on the transfer of the design centre businesses (within other operating income) and transaction costs in relation to the licensing and asset transfer agreement of US$16.1 million (within general and administrative expenses).

Cost-reduction initiatives

During Q3 2020, we commenced a number of initiatives to reduce the Group's cost base in response to the Covid-19 pandemic and recognised related expenses of US$2.4 million, that were principally employee termination benefits.

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Annual report and accounts 2020

report Strategic

Our approach to tax

Our approach to tax is to support our business strategy and the creation of long-term value for our shareholders by conducting the Group's tax affairs in a tax-efficient manner whilst remaining in compliance with applicable tax laws and regulations. Our "Approach to Tax" can be found on our website at www.dialog-semiconductor.com

Results of operations

Segment reorganisation

Prior to the acquisition of Adesto at the beginning of the third quarter of 2020, the Group had three reporting segments: Custom Mixed Signal; Advanced Mixed Signal; and Connectivity & Audio.

Custom Mixed Signal included our Industrial Mixed Signal business unit. We initially managed Adesto on a stand-alone basis and reported its results separately to the Management Team. During the fourth quarter of 2020, we changed the Group's internal reporting structure, bringing together Adesto and the Industrial Mixed Signal business unit to form a single operating segment that we named Industrial IoT.

Following the reorganisation, the Group has four reporting segments: Custom Mixed Signal; Advanced Mixed Signal; Connectivity & Audio; and Industrial IoT.

Segment information is presented in note 32 to the consolidated financial statements. In the analysis of the Group's results by reporting segment presented below, comparative information for

2019 has been restated to reflect the segment reorganisation.

Analysis by reporting segment

Custom Mixed Signal's underlying revenue was US$804.7 million in 2020 compared with US$962.5 million in 2019, a decrease of 16%. Revenue declined principally due to the expected reduction in sales of legacy licensed main PMICs to our largest customer, though this was partially offset by growth in sales of new mixed- signal products.

Revenue from our largest customer for products not covered by the perpetual IP licence increased by 29% to US$406.9 million in 2020 compared with US$315.1 million in 2019.

Custom Mixed Signal's underlying operating profit was US$230.1 million compared with US$282.6 million in 2019. Underlying operating profit decreased principally due to lower revenue, though this was partially offset by lower operating expenses following the transfer of design centre businesses to Apple in April 2019. Underlying operating margin was 28.6% compared with 29.4% in 2019.

Advanced Mixed Signal's underlying revenue was US$274.6 million in 2020 compared with US$253.4 million in 2019, an increase of 8%. Revenue benefited from higher sales of CMICs and PMICs, but this was partially offset by lower sales of backlighting ICs and rapid charge ICs for power adaptors.

Advanced Mixed Signal's underlying operating profit was US$27.9 million compared with US$15.2 million in 2019. Underlying operating profit increased principally due to higher revenue and lower selling and marketing expenses, though these benefits were partially offset by higher R&D expenses. Underlying operating margin was 10.2% compared with 6.0% in 2019.

Connectivity & Audio's underlying revenue was US$195.5 million in 2020 compared with US$183.8 million in 2019, an increase of 6%. Sales of Bluetooth® low energy and new audio products increased but this was partially offset by lower sales of legacy DECT-basedproducts.

Connectivity & Audio's underlying operating profit was US$15.1 million compared with US$21.6 million in 2019, with the decline principally due to higher R&D expenses and lower customer contributions to product development costs. Underlying operating margin was 7.7% compared with 11.8%

in 2019.

Industrial IoT's underlying revenue was US$65.4 million in 2020 compared with US$2.3 million in 2019, with the increase reflecting the acquisition of Adesto and a full year's contribution from Creative Chips.

Industrial IoT incurred an underlying operating loss of US$0.7 million that was unchanged compared with 2019. Creative Chips was profitable on an underlying basis in 2020. Adesto incurred an underlying operating loss but its performance following acquisition was broadly in line with our expectations when we completed the acquisition. Industrial IoT's underlying operating margin improved to (1.1)% compared with (29.2)% in 2019.

Corporate and other unallocated items comprise the costs of operating central corporate functions and certain other unallocated items.

Corporate and other unallocated items represented an underlying operating profit of US$25.0 million compared with US$5.6 million in 2019, with the improvement being principally due to the recognition of higher revenue on the effective IP licence granted to Apple in April 2019.

Results by reporting segment

Underlying revenue

Underlying operating profit/(loss)

US$ millions unless stated otherwise

2020

2019*

Change

2020

2019*

2020 compared with 2019

Custom Mixed Signal

804.7

962.5

(16)%

230.1

282.6

Advanced Mixed Signal

274.6

253.4

8%

27.9

15.2

Connectivity & Audio

195.5

183.8

6%

15.1

21.6

Industrial IoT

65.4

2.3

nm

(0.7)

(0.7)

Total segments

1,340.2

1,402.0

(4)%

272.4

318.7

Corporate and other unallocated items

35.7

18.5

nm

25.0

5.6

Total Group

1,375.9

1,420.5

(3)%

297.4

324.3

  • Restated to reflect the segment reorganisation.

69

Strategic report

Financial review continued

Dialog Semiconductor Plc

Strong balance sheet continued

Analysis of the Group's results

Revenue was US$1,375.9 million in

2020 compared with US$1,566.2 million in 2019. Revenue declined principally due to the effect of the licensing arrangements with Apple that became effective during the second quarter of 2019.

Excluding the perpetual IP licence fee of US$145.7 million that was recognised in 2019, underlying revenue declined from US$1,420.5 million in 2019 to

US$1,375.9 million in 2020, a decrease of 3%.

Underlying revenue declined principally due to the expected reduction in sales of legacy licensed main PMICs, though this was partially offset by strong growth in sales of other products in Custom Mixed Signal, the contribution of acquired businesses in Industrial IoT and higher sales in each of our other reporting segments.

Cost of sales was US$697.8 million

in 2020 compared with US$717.7 million in 2019, a decrease of 3%.

Cost of sales declined due to lower sales volumes of higher cost products, but this was partially offset by higher consumption of the fair value uplift on the inventory of acquired businesses.

Gross profit was US$678.1 million in

2020 compared with US$848.5 million in

2019. Gross margin decreased to 49.3% in 2020 compared with 54.2% in 2019, principally due to the recognition of the perpetual IP licence fee in 2019.

Underlying gross profit was US$696.9 million compared with US$706.7 million in 2019, a decrease of 1%. Underlying gross margin was 80 basis points higher at 50.6% compared with 49.8% in 2019.

Underlying gross profit excludes the consumption of the fair value uplift on acquired inventory of US$15.3 million (2019: US$1.7 million), share-based compensation and related expenses of US$2.9 million (2019: US$2.2 million), deferred consideration accounted for as compensation expense of US$0.6 million (2019: US$nil) and, in 2019, the perpetual IP licence fee of US$145.7 million.

Selling and marketing expenses were US$107.6 million in 2020 compared with US$92.9 million in 2019, with the increase being principally due to the acquisition of Adesto.

Underlying selling and marketing expenses were also higher at US$72.1 million compared with US$69.4 million in 2019 and represented 5.2% of the Group's underlying revenue compared with 4.9% in 2019.

Underlying selling and marketing expenses exclude share-based compensation and related expenses totalling US$9.0 million (2019: US$6.3 million), amortisation

of acquired intangible assets of

US$24.6 million (2019: US$16.0 million), deferred consideration accounted for as compensation expense of US$1.9 million (2019: US$0.4 million) and, in 2019, integration costs of US$0.8 million.

General and administrative expenses were US$103.2 million in 2020 compared with US$101.6 million in 2019, with the increase due to the acquisition of Adesto and severance costs arising from our cost- reduction initiatives being largely offset by lower transaction costs.

Underlying general and administrative expenses were broadly unchanged at US$60.2 million compared with US$60.1 million in 2019 and represented 4.4% of the Group's underlying revenue compared with 4.2% in 2019.

Underlying general and administrative expenses exclude share-based compensation and related expenses totalling US$20.8 million (2019: US$19.9 million), transaction costs of US$9.1 million (2019: US$20.1 million), deferred consideration accounted for as compensation expense of US$4.2 million (2019: US$0.2 million), integration costs of US$6.5 million (2019: US$1.3 million) and, in 2020, cost-reduction expenses of US$2.4 million.

R&D expenses were US$325.9 million in 2020 compared with US$313.5 million in 2019.

R&D costs totalled US$346.5 million (2019: US$334.6 million), of which US$13.7 million (2019: US$15.4 million) was capitalised and US$6.9 million (2019: US$5.7 million) was offset by R&D expenditure credits.

R&D expenses were lower in Custom Mixed Signal due to the transfer of design centre businesses to Apple in April 2019, but were higher overall due to the acquisition of Adesto and our increased investment in product development in Advanced Mixed Signal and Connectivity & Audio.

Underlying R&D expenses were

US$284.6 million in 2020 compared with US$276.4 million in 2019 and represented 20.7% of the Group's underlying revenue compared with 19.5% in 2019.

Underlying R&D expenses exclude share-based compensation and related expenses totalling US$28.3 million (2019: US$26.2 million), amortisation of acquired intangible assets of US$12.3 million (2019: US$10.1 million), deferred consideration

accounted for as compensation expense of US$0.7 million (2019: US$0.5 million) and, in 2019, integration costs of US$0.3 million.

Other operating expense was

US$20.6 million in 2020 compared with other operating income of US$39.4 million in 2019.

During 2020, we incurred the impairment loss of US$44.9 million on the Adesto goodwill that was partially offset by a credit of US$6.9 million on the remeasurement of the contingent consideration payable for Creative Chips. During 2019, we recognised a gain of US$15.9 million on the transfer

of design centre businesses to Apple. Excluding these items, underlying other operating income was US$17.4 million in 2020 compared with US$23.5 million in 2019.

Underlying other operating income was lower in 2020 compared with 2019 principally due to a decrease in customer contributions to product development costs.

Operating profit was therefore US$120.9 million in 2020 compared with US$379.9 million in 2019.

Underlying operating profit was US$297.4 million compared with US$324.3 million in 2019, a decrease

of 8%. Underlying operating profit declined principally due to lower revenue in Custom Mixed Signal. Underlying operating margin was also lower at 21.6% compared with 22.8% in 2019.

Interest income was US$6.1 million in 2020 compared with US$21.9 million in 2019, with the decrease due to our lower average cash balance in 2020 compared with 2019 and a decline in market interest rates.

Interest expense was US$8.2 million in 2020 compared with US$11.3 million in 2019, with the decrease principally reflecting the lower amount outstanding on the prepayment from Apple.

Other finance expense was US$1.9 million in 2020 compared with US$5.5 million

in 2019.

We recognised a net currency translation loss on monetary assets and liabilities of US$2.6 million compared with a loss of US$5.7 million in 2019.

We recognised a fair value loss of

US$0.1 million (2019: loss of US$1.4 million) on our now expired warrants over shares in Energous and a credit of US$0.8 million (2019: US$1.6 million) from the amortisation of the gain on initial recognition of the second tranche of the warrants.

70

Annual report and accounts 2020

Income tax expense was US$32.4 million (2019: US$83.6 million) on profit before tax of US$116.9 million (2019: US$385.0 million), an effective tax rate for the year of 27.7% (2019: 21.7%).

Our effective tax rate is sensitive to the geographic mix of the Group's profits, reflecting a combination of different tax rates in different countries, changes in tax legislation and tax rates, the impact of acquisitions, disposals and restructurings, and to currency exchange rate movements, which give rise to tax effects where an entity's functional currency differs from the currency in which it is required to calculate and pay income taxes.

Our relatively high effective tax rate for 2020 was principally due to the distorting effect on our income tax expense of the tax and accounting treatments of share-based compensation, business combinations and the goodwill impairment loss.

A large proportion of the Group's R&D activities are undertaken in the UK and the Netherlands and we are therefore able to benefit from the UK and the Netherlands tax regimes that provide incentives

report Strategic

Summary cash flow statement

US$ millions

2020

2019

Cash generated from operations

204.0

549.7

Interest received, net

3.8

17.3

Income taxes paid

(65.6)

(70.5)

Cash inflow from operating activities

142.2

496.5

Purchase of property, plant and equipment

(19.4)

(12.1)

Purchase of intangible assets

(7.3)

(8.5)

Capitalised development expenditure

(13.7)

(15.4)

Capital element of lease payments

(9.7)

(11.1)

Free cash flow

92.1

449.4

Purchase of businesses, net of acquired cash

(407.9)

(139.8)

Proceeds from transfer of design centres, net of cash disposed

-

27.8

Receipt of prepayment from Apple

-

288.6

Cash settlements of prepayment from Apple

(12.9)

(20.3)

Sale of Dialog shares by EBTs

0.3

3.4

Purchase of own shares

(80.5)

(251.8)

Settlement of Adesto convertible notes, net

(92.1)

-

Other cash flows, net

0.8

(11.8)

Net cash (outflow)/inflow during the period

(500.2)

345.5

Currency translation differences

(0.5)

1.2

(Decrease)/increase in cash and cash equivalents

(500.7)

346.7

for innovation.

Our underlying income tax expense was US$52.7 million (2019: US$65.4 million) on underlying profit before tax of US$292.9 million (2019:

US$329.8 million). Our underlying effective tax rate for 2020 was therefore 18.0%, which compares with 19.8% for 2019. Our underlying effective tax rate for 2020 was lower than expected, principally because of the tax effects of unpredictable currency exchange rate movements.

Net income was US$84.5 million in 2020 compared with US$301.5 million in 2019. Underlying net income was US$240.1 million compared with US$264.4 million in 2019,

a decrease of 9%.

Basic earnings per share were

US$1.24 (2019: US$4.19) based on the weighted average of 68.1 million shares (2019: 71.9 million shares) that were in issue during the period excluding the weighted average of 2.5 million shares (2019: 1.8 million shares) held by employee benefit trusts and the weighted average of

5.6 million shares (2019: 2.7 million shares) that were held in treasury. Underlying basic earnings per share were US$3.53 (2019:

US$3.68).

Diluted earnings per share were US$1.17 (2019: US$3.96). Diluted earnings per share additionally reflect the weighted average of 4.2 million (2019: 4.3 million) dilutive

employee share options and awards. Underlying diluted earnings per share were US$3.32 (2019: US$3.47).

Cash flows

Cash inflow from operating activities was US$142.2 million in 2020 compared with US$496.5 million in 2019.

Cash generated from operations before changes in working capital was US$276.7 million compared with US$631.9 million in 2019.

During 2019, we received consideration totalling US$282.2 million on completion of our IP licensing arrangements with Apple. Excluding those receipts, cash generated from operations before changes in working capital of US$276.7 million in 2020 compares with US$349.7 million in 2019, with the reduction principally reflecting lower product sales, higher operating expenses and lower customer contributions to product development costs in 2020.

Excluding the effect of acquisitions and disposals of businesses, net working capital increased by US$72.7 million in 2020 compared with an increase of US$82.2 million in 2019.

Inventory levels increased slightly during 2020, absorbing cash of US$3.7 million. At the end of 2020, inventories represented 64 days' cost of sales in the preceding quarter (end of 2019: 58 days' cost of sales).

Movements in trade and other receivables during 2020 absorbed cash of US$74.9 million. During 2020, we settled

US$112.1 million of the quarterly instalments totalling US$125.0 million due in relation to the prepayment from Apple by recoupment against receivables. If those receivables had been settled in cash, cash of US$37.2 million would have been released from trade

and other receivables during 2020. At the end of 2020, trade and other receivables represented 25 days' sales in the preceding quarter (end of 2019: 31 days' sales).

Trade and other payables increased slightly during 2020, releasing cash of US$4.0 million. At the end of 2020, trade and other payables represented 61 days' cost of sales in the preceding quarter (end of 2019: 49 days' cost of sales).

Movements on other working capital items had the effect of releasing cash of US$2.0 million during 2020.

Net interest received was US$3.8 million in 2020 compared with US$17.3 million in 2019.

Net income tax payments were

US$65.6 million in 2020 compared with US$70.5 million in 2019. Income tax cash flows comprise payments on account in respect of current year taxable profits and adjusting payments or receipts in respect of earlier years.

71

Strategic report

Dialog Semiconductor Plc

Financial review continued

Strong balance sheet continued

Cash outflow from investing activities was US$448.3 million in 2020 compared with US$147.9 million in 2019.

Capital expenditure comprising cash outflows in relation to the purchase of property, plant and equipment and intangible assets and capitalised development expenditure totalled US$40.4 million in 2020 compared with US$36.0 million

in 2019. Capital expenditure increased principally due to the addition of recently- acquired businesses.

During 2020, there was a cash outflow of US$400.9 million on the acquisition of Adesto (net of cash of US$4.7 million held by the business on the acquisition date). We also paid deferred consideration for Adesto and Silego totalling US$6.9 million and a purchase price adjustment of US$0.1 million following agreement with the vendors of Creative Chips' cash, debt and working capital levels on completion.

During 2019, there was a cash outflow of US$44.6 million on the acquisition of FCI (net of cash of US$9.6 million held by the business on the acquisition date), a cash outflow of US$76.4 million on the acquisition of Creative Chips (net of cash of US$7.3 million held by the business on the acquisition date) and we paid deferred and contingent consideration for Silego totalling US$18.8 million. Also during 2019, there was a cash inflow of US$27.8 million on the transfer of design centre businesses to Apple (net of cash of US$1.5 million held by the businesses on the transfer date).

Cash outflow from financing activities was US$194.2 million in 2020 compared with US$3.0 million in 2019.

During 2019, we recognised the receipt of the prepayment from Apple at its fair value of US$288.6 million. Excluding that receipt, the cash outflow from financing activities of US$194.2 million in 2020 compares with US$291.6 million in 2019, with the decrease principally reflecting lower share buyback activity that was partially offset by the net payment of US$92.1 million on the settlement of the convertible notes acquired with Adesto.

During 2020, the Company made purchases under its share buyback programme at a total cost of US$80.5 million (2019: US$251.8 million) and received US$1.5 million (2019: paid US$11.6 million) on the settlement of currency hedges of share buyback liabilities.

During 2020, we settled US$12.9 million (2019: US$20.3 million) of the quarterly instalments due in relation to the prepayment from Apple in cash. Since the scheduled quarterly instalments have now reduced to US$12.5 million, we do not expect to have to settle any of the remaining liability in cash.

During 2020, there was a cash outflow on the capital element of lease payments of US$9.7 million (2019: US$11.1 million) and we made capital repayments of US$0.7 million (2019: US$0.2 million) on bank loans owed by Creative Chips.

Employee benefit trusts received proceeds of US$0.3 million (2019: US$3.4 million) on the exercise of share options, the decrease reflecting the lower exercise prices of options granted in recent years.

Liquidity and capital resources

Financial risk management

Dialog is exposed to financial risks including counterparty credit risk, liquidity risk and market risks, which include foreign exchange risk and interest rate risk. Disclosures about these risks and the ways in which we manage them are presented in note 31

to the consolidated financial statements.

Dialog has a centralised treasury function that is responsible for ensuring that adequate funding is available to meet the Group's requirements as they arise and for maintaining an efficient capital structure, together with managing the Group's counterparty credit risk, foreign currency and interest rate exposures. All treasury operations are conducted in accordance with strict policies and guidelines that are approved by the Board.

We use currency derivatives to manage currency risks and we hold certain equity warrants for strategic reasons. We do not hold derivative financial instruments for speculative purposes.

Cash and cash equivalents

Cash is managed in line with Treasury policy to ensure there is no significant concentration of credit risk in any one financial institution.

Credit risk is managed by reference to counterparty credit ratings. As a minimum, a counterparty must generally have a long-term public rating of at least "single A" or equivalent.

Counterparty limits are based on a ratings matrix and are closely monitored. Credit risk is further limited by investing only in liquid instruments.

At the end of 2020, cash and cash equivalents amounted to US$523.9 million (end of 2019: US$1,024.5 million), which principally comprised investments in money market funds and bank deposits with

a maturity of three months or less.

Prepayment from Apple

At the end of 2020, the principal amount of the prepayment outstanding was US$75.0 million, which is scheduled to be settled in quarterly instalments by recoupment against invoices totalling U$$50.0 million in 2021 and the balance of US$25.0 million by April 2022.

We account for the prepayment as a financial liability at amortised cost. At the end of 2020, the carrying amount of the liability was US$73.3 million.

Revolving credit facility

Since July 2017, we have had a

US$150 million revolving credit facility provided by four financial institutions that is committed and available for general corporate purposes.

We have not made any drawings under the facility and retain the option to increase the amount of the facility by US$75 million, subject to certain conditions.

The facility will mature on 28 July 2022.

We consider that our significant cash balances and the revolving credit facility are sufficient to satisfy the Group's working capital requirements and other commitments in the near to medium term.

Receivables financing facilities

During 2020, we continued to utilise non- recourse receivables financing facilities provided by two financial institutions in an aggregate amount of US$240 million. The principal facility of US$220 million will mature on 31 October 2021.

Gross receivables sold under the facilities increased by US$10.3 million to

US$87.3 million at the end of 2020 compared with US$77.0 million at the end of 2019.

At the end of 2020, cash and cash equivalents included US$74.2 million (end of 2019: US$65.4 million) in relation to receivables sold under these facilities.

72

Annual report and accounts 2020

report Strategic

Currency hedging activities

We use forward currency contracts and currency swaps to manage the Group's exposure to currency risk on highly probable forecast cash flows denominated in foreign currencies; principally employment costs, property rents and other contractual payments. We also use derivatives to hedge the currency translation exposure on the Euro-denominated liabilities that arise in relation to the Company's share buyback programme.

Derivative financial instruments are measured at fair value that is determined based on market forward exchange rates at the balance sheet date. At the end of 2020, currency derivatives held by the Group were represented by a net asset of US$6.9 million (end of 2019: net liability of US$0.3 million).

All currency derivatives held to hedge forecast cash flows were designated as hedging instruments in cash flow hedge relationships. During 2020, a gain of US$8.1 million (2019: loss of US$3.9 million) was recognised in other comprehensive income, representing the change during the year in the fair value of derivatives in effective hedging relationships, and a cumulative gain of US$0.6 million (2019: loss of US$9.5 million) was transferred from equity to profit or loss on the occurrence of the hedged cash flows.

After taking into account hedging, we recognised a net currency translation loss of US$0.8 million (2019: net loss of US$4.6 million) in profit or loss in relation to liabilities to purchase shares under the Company's share buyback programme.

Share buyback programme

Since initiating the share buyback programme in May 2016, the Company has purchased 13,597,268 of its own ordinary shares and returned €463.7 million (US$515.2 million) to shareholders. Details of the share purchases made during the last three years are set out in note 27 to the consolidated financial statements.

On 12 March 2020, the Company announced details of the second tranche of the share buyback programme pursuant to an authority granted by shareholders at the Company's 2019 AGM, under which the Company committed to purchase shares with a minimum cost of €70.0 million and a maximum cost of €90.0 million.

We completed the fourth and final settlement of this tranche on 8 October 2020.

We purchased a total of 2,036,705 shares under this tranche at a cost of €70.0 million (US$80.0 million). We also incurred transaction costs of US$0.5 million.

At the Company's AGM on 30 April 2020, the Directors were granted a new authority to purchase up to 10,395,809 of the Company's ordinary shares, representing approximately 15% of the issued ordinary share capital of the Company as at 25 March 2020. Such authority shall (unless previously renewed, varied or revoked) expire on the day before the next AGM of the Company or on 30 June 2021, whichever is the earlier. The Company has not yet announced any purchases under the 2020 AGM authority.

Purchases made under the share buyback programme are off-market and are effected by way of contingent forward purchase contracts entered into with brokers. Barclays, Goldman Sachs, HSBC or Merrill Lynch may be appointed as brokers for purchases under the 2020 AGM authority.

We will seek renewal of the share buyback authority at the Company's 2021 AGM.

Cancellation of treasury shares

On 18 May 2020, the Company cancelled 3,700,000 of the treasury shares that it had purchased under the share buyback programme. At the end of 2020, the Company held 5,413,452 shares in treasury at a cost of US$203.0 million.

Capital management

The Group's capital is represented by its total equity.

We seek to maintain a capital structure that supports the ongoing activities of our business and its strategic objectives in order to deliver long-term returns to shareholders. We allocate capital to support organic and inorganic growth, investing to support our research and development activities and our product pipeline.

We will fund our growth using a mix of equity and debt after giving consideration to prevailing market conditions.

Going concern

For the reasons set out on page 90,

the Directors continue to adopt the going concern basis in preparing the Group's and the Company's financial statements.

We outline on pages 76 to 83 the principal risks and uncertainties that the Directors consider could adversely affect the Group's results, cash flows and financial position.

Balance sheet

Goodwill

At the end of 2020, the carrying amount of goodwill was US$756.8 million compared with US$482.1 million at the end of 2019, an increase of US$274.7 million that was almost entirely due to the provisional goodwill of US$318.9 million recognised on the acquisition of Adesto, less the impairment of that goodwill of US$44.9 million that was recognised at the end of the third quarter

of 2020.

Our annual goodwill impairment tests performed during November 2020 showed that the recoverable amount of each operating segment to which goodwill is allocated exceeded its carrying amount and therefore no further impairment was recognised. Details of the impairment tests performed and the sensitivity of the recoverability of the goodwill allocated

to Industrial IoT to changes in the key assumptions made in those tests are set out in note 14 to the consolidated financial statements.

Other intangible assets

At the end of 2020, the carrying amount of other intangible assets was US$391.0 million compared with US$272.1 million at the end of 2019, an increase of US$118.9 million. Additions during 2020 totalled US$179.4 million, comprising identifiable intangible assets recognised on the acquisition of Adesto of US$157.9 million, capitalised product development costs of US$13.7 million and purchased software, licences and patents totalling US$7.8 million. During 2020, the related amortisation expense was US$60.9 million (2019: US$52.2 million).

73

Strategic report

Dialog Semiconductor Plc

Financial review continued

Strong balance sheet continued

Property, plant and equipment

Since we operate a fabless business model, we do not have any manufacturing facilities but we occupy R&D facilities and administrative offices. With the exception of two properties that we acquired with Creative Chips, all of our facilities are leased.

At the end of 2020, the Group operated in

37 locations worldwide in facilities covering a total of approximately 67,000 square metres. Management considers that

the Group's facilities are adequate for its current requirements.

Owned property, plant and equipment principally comprises test equipment, office equipment and leasehold improvements. At the end of 2020, the carrying amount of those assets was US$60.7 million (end of 2019: US$61.1 million). Additions during 2020 totalled US$24.3 million, including assets

of US$4.9 million acquired with Adesto. During 2020, the related depreciation expense was US$24.8 million (2019: US$27.2 million).

Leased property, plant and equipment comprises right-of-use assets. At the end of 2020, the carrying amount of those

Balance sheet

Summary balance sheet

As at

As at

31 December

31 December

US$ millions

2020

2019

Assets

Cash and cash equivalents

523.9

1,024.5

Other current assets

320.2

281.4

Total current assets

844.1

1,305.9

Goodwill

756.8

482.1

Other intangible assets

391.0

272.1

Property, plant and equipment - owned

60.7

61.1

Property, plant and equipment - leased

40.6

41.4

Other non-current assets

28.3

14.4

Total non-current assets

1,277.4

871.1

Total assets

2,121.5

2,177.0

Liabilities and equity

Current liabilities

343.8

373.4

Non-current liabilities

123.2

231.0

Total liabilities

467.0

604.4

Total equity

1,654.5

1,572.6

Total liabilities and equity

2,121.5

2,177.0

assets was US$40.6 million (end of 2019: US$41.4 million). Additions during 2020 totalled US$9.7 million, including assets of US$6.6 million acquired with Adesto. During 2020, the related depreciation expense was US$10.8 million (2019: US$12.5 million).

Other non-current assets

Other non-current assets totalled US$28.3 million at the end of 2020 compared with US$14.4 million at the end of 2019, an increase of US$13.9 million that principally reflected the recognition of deferred tax assets in relation to Adesto's brought forward tax losses, net of deferred tax liabilities that were offset against them.

Current assets

Current assets were US$844.1 million at the end of 2020 compared with US$1,305.9 million at the end of 2019, a decrease of US$461.8 million.

Cash and cash equivalents decreased by US$500.7 million to US$523.9 million, principally due to the acquisition of Adesto. Other current assets increased by US$38.8 million to US$320.2 million.

Income tax receivables increased by

US$12.6 million to US$13.7 million, principally due to a change in the timing of payments on account in the UK.

Current liabilities

Current liabilities were US$343.8 million at the end of 2020 compared with US$373.4 million at the end of 2019,

a decrease of US$29.6 million.

Trade and other payables increased by US$47.2 million to US$151.8 million. Lease and other current financial liabilities decreased by US$71.6 million to US$61.7 million, principally due to the reduction in the current element of the prepayment from Apple.

Income taxes payable decreased by

US$10.3 million to US$8.2 million, reflecting lower taxable profits and the timing of

tax payments.

Other current liabilities increased by US$5.1 million to US$122.1 million.

Non-current liabilities

Non-current liabilities amounted to US$123.2 million at the end of 2020 compared with US$231.0 million at the end of 2019, a decrease of US$107.8 million.

Lease and other non-current financial liabilities decreased by US$57.3 million to US$57.7 million, principally due to the reduction in the non-current element of the prepayment from Apple.

Deferred tax liabilities decreased by

US$11.0 million to US$12.1 million, principally due to their partial offset against deferred tax assets recognised on the acquisition

of Adesto.

Other non-current liabilities decreased by US$39.5 million to US$53.4 million, principally due to the reduction in the non- current element of the deferred revenue on the effective IP licence granted to Apple in 2019.

Total equity

Total equity was US$1,654.5 million at the end of 2020 compared with US$1,572.6 million at the end of 2019, an increase of US$81.9 million. During 2020, total comprehensive income was US$93.8 million and there was a credit to equity of US$66.4 million relating to share-based payments, but these increases were partially offset by the debit to equity of US$78.2 million arising from the purchase of own shares.

At the end of 2020, Dialog shares held in treasury amounted to US$203.0 million (end of 2019: US$251.8 million) and Dialog shares held by employee benefit trusts amounted to US$1.9 million (end of 2019: US$22.1 million).

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Annual report and accounts 2020

report Strategic

Financial reporting following Brexit

On 31 January 2020, the UK ceased to be a member of the EU and entered a transition period that ended on 31 December 2020.

Following the end of the transition period, the UK is treated as a "third country" within the meaning of EU law and it was necessary for Dialog to choose a new EU home member state. Since Dialog's shares are listed on the Frankfurt Stock Exchange, it was natural that Dialog should choose Germany as its new home member state. Consequently, although Dialog remains registered in the UK, it is now regulated by the German Federal Financial Supervisory Authority ("BaFin").

Since 2005, Dialog has prepared its consolidated financial statements in accordance with IFRS as adopted for use in the EU ("EU-adopted IFRS"). Following the end of the transition period, the UK Government introduced its own process for endorsing IFRS for use in the UK ("UK-adopted IFRS"). For financial periods beginning on or after 1 January 2021, Dialog will prepare its consolidated financial statements for filing in the UK in accordance with UK-adopted IFRS.

At the end of the transition period, the UK adopted IFRS that had been adopted for use in the EU. IFRS that had not been endorsed by the EU at the end of the transition period will be subject to the UK endorsement process. It is possible that UK-adopted IFRS and EU-adopted IFRS may diverge

in the future. If differences emerge that are relevant to Dialog, it may be necessary in future for us to prepare different versions of our consolidated financial statements for filing in the UK and to meet BaFin's reporting requirements.

Subsequent event

Proposed acquisition of Dialog by Renesas

On 8 February 2021, the directors of Dialog and Renesas Electronics Corporation ("Renesas"), a supplier of advanced semiconductor solutions, announced that they have reached agreement on the terms of the acquisition of the entire issued and to be issued share capital of the Company for €67.50 per share in cash, representing a total equity value of approximately €4.9 billion (US$5.9 billion).

Renesas is incorporated in Japan and its shares are listed on the Tokyo Stock Exchange.

It is intended that the acquisition will be effected by means of a scheme of arrangement under the UK Companies Act 2006. As such, completion of the transaction will be subject to approval by Dialog's shareholders and the court in England & Wales. It will also be subject to regulatory approvals in a number of jurisdictions

and other customary closing conditions. Subject to obtaining the necessary approvals and satisfying the other closing conditions, it is expected that the acquisition will become effective during the second half of 2021.

In the meantime, Dialog will operate on a business as usual basis, including continuing to fulfil its reporting obligations as a company listed on the Frankfurt Stock Exchange.

Wissam Jabre

Chief Financial Officer,

Senior Vice President, Finance

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Strategic report

Dialog Semiconductor Plc

Managing risk and uncertainty

This section sets out a description of the principal risks and uncertainties that could adversely impact the Company's financial situation or reputation and therefore its ability to execute its strategic objectives

Our risk management framework

The Board and Audit Committee

The Board is responsible for approving the Company's strategic aims and objectives and for determining the nature and extent of the risks it is willing to take in achieving those objectives. The Board seeks to maintain sound risk management and internal control systems. It delegates responsibility for monitoring the effectiveness of these to the Audit Committee, which meets a minimum of four times per year. At least annually, the Audit Committee will review the effectiveness of the Group's risk and control processes.

Operational Management

The Management Team is responsible for managing risk within the business on a day-to-day basis. They set objectives, determine strategy to achieve those objectives and put in place processes to manage the attendant risks. The Management Team provides input to the Corporate Risk Register which is then reviewed by the Risk Management Office ("RMO") and the Audit Committee.

Internal Audit

Internal Audit's role is to provide independent assurance to the Audit Committee and the Management Team on the effectiveness of risk management and control. To ensure Internal Audit's independence from line management, the Director of Internal Audit is accountable to the Audit Committee. The Internal Audit activities are governed by an Internal Audit plan, which is developed with reference to, amongst other things, the corporate risk register and the plan is approved

by the Audit Committee. Based upon its activity, Internal Audit is responsible for reporting significant risk exposures and identified control issues to the Audit Committee and to Senior Management.

The Risk Management Office

The RMO meets quarterly. It is chaired by the Chief Financial Officer and is composed of the heads of the Legal and Risk Management functions, plus senior representation from across the business. The role of the RMO is to improve the identification and quantification of risks, to assign responsibility for risk mitigation and to monitor the progress being made

in those activities. The RMO has accountability for reporting key risks and their status to the Management Team and the Audit Committee.

The Security Council

The Security Council meets at least quarterly. It is chaired by the VP of IT and the Director of Global Information security, it consists of the CFO, SVP of Global Operations, as well as General Counsel and SVP of HR. The role of the council is to review and oversee the cyber-security posture of the organisation and is responsible for Dialog's overall Security Strategy. As well as providing oversight for improvement and remediation projects, it reviews the specific cyber security controls as well as the changing security landscape, and agrees the security policy for the business. Where necessary, it reviews incident investigations and reviews the operational data provided by the security tools that IT have deployed. Via this forum it provides updates for the Risk Management Office.

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Annual report and accounts 2020

report Strategic

Emerging risks

New and emerging risks are identified and discussed as part of the Corporate Risk Register update process, with review by Operational Management, the RMO and Audit Committee. The twin challenges of Covid-19 and continuing geopolitical instability create a backdrop of uncertainty, whilst M&A risk will grow in proportion to the level of M&A activity the business undertakes.

Climate change

Although not currently believed to be material, Dialog is exposed to some extent to the regulatory and physical risks associated with climate change. The nature of our business as a fabless manufacturer, means that Dialog's own operations are unlikely to face any specific material risks as a result of the physical impacts of extreme weather events. Nonetheless, Dialog has identified various physical and transitional climate- related risks and opportunities, in accordance with the recommendations of the TCFD. These are examined in further detail on page 30 of this report.

Dialog's manufacturing partners have implemented multiple initiatives to reduce their carbon footprint, review water and energy usage and to understand and manage the effects of climate change on their own operations.

Regulations addressing greenhouse gas emissions are evolving in many markets which could impact our business indirectly. In the longer term, changes in these regulations could result in increased costs in our supply chain due to higher compliance, raw materials or energy costs to our suppliers. However, improving energy efficiency for end-customers is a key element of many of Dialog's products and this mitigates some of the risks associated with climate change as well as underlining the Company's commitment to being part of the solution to the challenge that climate change represents.

77

Strategic report

Dialog Semiconductor Plc

Managing risk and uncertainty continued

Our principal risks

The Company is affected by a number of risk factors, some of which, including macroeconomic and industry-specific cyclical risks, are outside Dialog's control. The Company recognises four categories of risks:

1 Strategic risks

Dialog management is focused on executing its strategic objectives in order to mitigate its dependencies on key markets and customers. As part of our 2020 review, no significant new risks were identified.

Dependency on mobile and consumer electronics

Mitigation

Dialog's product portfolio is heavily focused upon the mobile and consumer electronics market. Dialog's revenue is heavily reliant upon the commercial success of its customers' end products, principally in the high-end mobile phone, tablet and wearables markets. If the markets for these products flatten or decline, Dialog's revenue and profitability will be impacted. Furthermore, the consumer electronics market is characterised by short product cycles and rapid innovation which provide opportunities for customers to change suppliers for subsequent product generations based on competitive factors such as price, quality, technology or specific product specifications.

We engage with our customers to understand their requirements and tailor the products we design to their specifications.

Dialog expensed US$326 million in R&D in 2020 to anticipate and respond to new product developments and market trends. The Company rapidly implements new designs to meet customer needs and to keep abreast of technological trends.

Dialog seeks to diversify its end-market exposure through both organic and inorganic expansion. For example, we have extended existing product lines into the automotive and medical sectors. Additionally, we have diversified through acquisitions of low power Wi-Fi for battery powered IoT applications, industrial custom ICs and industrial ethernet throughout 2019. In 2020, we acquired Adesto and its portfolio of industrial memory, communications and edge computing solutions.

Dependency on key customers

Mitigation

Dialog relies on a relatively small number of customers, within the mobile and consumer electronics market, for a substantial proportion of its revenue. The loss of our largest customer, Apple Inc. or of specific products sold to Apple, would have a material effect on revenue and profitability. Dialog's 2020 revenue derived from Apple Inc. is shown on page 181.

Apple's capability to internally design PMICs has been enhanced through the transaction between Dialog and Apple completed in April 2019.

Dialog seeks to diversify its product offerings within its key accounts and to expand its relationships with more top tier global electronics companies.

Dialog has reduced its dependency on Apple over the last two years and expects to continue to do so over the medium term. Dialog is also diversifying its Apple revenue across a range of power management, audio subsystem, charging and other mixed- signal products.

Dialog monitors and reviews acquisition opportunities to further diversify its product offering and customer base as evidenced by the recent acquisitions of Creative Chips and Adesto.

Return on research and development investment

Mitigation

Dialog's investments in research and development of products, technology and methodologies may not result in successful products or anticipated levels of revenue or profitability.

Dialog engages with key customers and market leaders to anticipate future product and technology requirements.

Dialog's ongoing product and technology development processes incorporate detailed business justifications and review of business cases.

Dialog seeks to manage its technology and product research and development efficiently and effectively through rigorous project management and engineering controls.

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Annual report and accounts 2020

Key to risk trends

Risk increasing

No change

Risk decreasing

1 Strategic risks continued

Dialog management is focused on executing its strategic objectives in order to mitigate its dependencies on key markets and customers. As part of our 2020 review, no significant new risks were identified.

report Strategic

Human capital

Mitigation

In order to successfully execute its current and future business commitments, Dialog needs to continue to build its organisational capability in these key areas: continuous innovation in product development, manufacturing and packaging technologies; and leadership skills in an expanding and complex global operation.

Dialog seeks to create a positive working environment that results in low levels of staff turnover. Over the years, it has developed an effective recruitment process to attract and retain high-calibre staff, while succession planning for senior management positions facilitates continuity of leadership. Dialog has dedicated human resource professionals working closely with the business to drive further development of its personnel and benchmark its employment terms to match industry top performers.

Dialog has a decentralised approach to research and development with teams around the world. In a highly competitive talent market we believe this flexible approach is advantageous, allowing us to recruit talent where it resides and as a defence mechanism to stop large scale "poaching" by competitors.

Dialog continues to monitor the progress of Brexit and any impact these may have on our ability to attract and retain key employees from the EU into the UK.

Geopolitical events

Mitigation

Increasing global trade tensions, including the introduction of tariffs and trade barriers between the US and China and the US and the EU, could adversely impact global demand for Dialog's products and those of our customers.

We continue to believe that Brexit will not have a significant impact on Dialog in the short term because only a small amount of our revenue is derived from customers in the UK. However, just under half of our workforce is based in the UK or the EU and our teams are typically comprised of several nationalities. We do not expect any material negative impact on revenue from Brexit, but we cannot predict its future implications.

Tensions exist between Ukraine and Russia which, if escalated further, could potentially affect Dialog's continuing operations in Western Ukraine.

Dialog continues to monitor the global trade situation closely. Supply Chain options are constantly under review to ensure the most efficient arrangements are in place. Trade friction between US and China can result in fewer US goods being purchased in China, and there could be repercussions throughout the industry.

Dialog will continue to very closely monitor any proposed changes to the current regulations in respect of the rights of EU and other nationals to work in the UK, and vice versa.

Dialog will continue to monitor events in the Ukraine. Our IT infrastructure ensures that projects could continue at multiple locations should operations in Ukraine become too difficult to maintain.

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Dialog Semiconductor Plc

Managing risk and uncertainty continued

1 Strategic risks continued

Dialog management is focused on executing its strategic objectives in order to mitigate its dependencies on key markets and customers. As part of our 2020 review, no significant new risks were identified.

Mergers and acquisitions

Mitigation

Dialog has acquired, and may in the future acquire, additional business that we believe will complement or augment our existing businesses.

There is risk that an acquisition could prove more difficult to integrate than anticipated and that expected synergies are not fully achieved. We may have difficulty in developing and marketing the products of a newly acquired company, or in growing the business at the rate we anticipate. We may also suffer loss of key employees, customers and strategic partners of acquired companies and it may be difficult to implement our corporate culture at acquired companies. This could mean a consequent failure to realise the value on which the purchase price was based; a price which may have to be set many months before the acquisition completion. This risk was demonstrated by the Adesto goodwill impairment incurred in Q3 2020.

Dialog is subject to a recommended takeover offer by Renesas Electronics Corporation. The offer is subject to various conditions, including regulatory clearances. There is a risk that the announcement of the offer or any failure of it to complete could result in a loss of momentum and short and medium- term disruption to our business, including due to a diversion of employees' and management's attention and due to destabilisation of employees and other stakeholders. There is a risk that actual and potential customers and suppliers reassess their business relationships with us due to the offer having been announced, completing or failing to complete.

Dialog has an experienced corporate development team responsible for coordinating our acquisition identification, execution and integration activities.

Dialog has significant recent experience in successfully, acquiring and integrating new businesses, including Silego in 2018, FCI and Creative Chips in 2019 and Adesto in 2020. Dialog's processes for acquisitions include: disciplined target identification, in-depth due diligence, synergy analysis and business modelling, integration planning and detailed execution, which processes benefit from the lessons learned through each acquisition.

Dialog's Management Team is accustomed to coordinating integration activities, including proactively communicating with stakeholders (including actual and potential employees, customers and suppliers) in relation to M&A activity. We have put in place cash retention and incentivisation arrangements for certain key employees in the context of the Renesas offer.

2 Operational risks

Dialog recognises that quality, reliability and time-to-market for high volume supply of complex ICs is a critical factor for the success of its customers. Therefore, the effectiveness and efficiency of Dialog's internal operations and management of its supplier relationships are significant factors contributing to its short-term and long-term performance. We run programmes to drive continuous improvement through all facets of the value chain from design to order fulfilment.

Supply chain interruption

Mitigation

Dialog runs a "high-touch" fabless business model and outsources the capital intensive production of silicon wafers, packaging and testing of integrated circuits to leading third-party suppliers, mainly in Asia. The manufacturing of products runs over multiple stages with multiple suppliers.

The failure of any of these third-party vendors to deliver products in sufficient quantities, or otherwise perform as required, could damage relationships with our customers, decreasing our revenue and limiting our growth. Supplier delivery performance can be adversely affected by multiple issues such as spikes

in global semiconductor demand, pandemic, fire, flood and earthquakes.

Dialog has forged close partnerships with its suppliers, which help capacity planning and management. Dialog's suppliers are mainly highly respected large-scale operations. Dialog strives to source its high volume components via a dual sourcing strategy where appropriate. Dialog works with a range of foundries and Outsourced Semiconductor Assembly and Test ("OSAT") vendors, mainly in Taiwan, China and the Philippines, to mitigate the risk of supply chain disruption and constraints. The geographical spread of Dialog's suppliers also helps with disaster recovery planning.

Dialog achieved a total company "On Time Delivery" performance of 99.9% in 2020, which measures performance against delivery dates confirmed by Dialog at date of order acceptance.

Dialog continues to carry out supplier audits which cover a wide range of topics including, amongst others, compliance with quality, environmental and health and safety standards.

Dialog conducts regular business reviews with its suppliers to manage supplier performance and future capabilities.

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Annual report and accounts 2020

Key to risk trends

Risk increasing

No change

Risk decreasing

2 Operational risks continued

Dialog recognises that quality, reliability and time-to-market for high volume supply of complex ICs is a critical factor for the success of its customers. Therefore, the effectiveness and efficiency of Dialog's internal operations and management of its supplier relationships are significant factors contributing to its short-term and long-term performance. We run programmes to drive continuous improvement through all facets of the value chain from design to order fulfilment.

Information security and technology

Mitigation

report Strategic

Dialog is heavily dependent upon the quality, resilience and security of its information systems, which support the engineering, manufacturing and enterprise aspects of the business.

Risks relating to cyber security continue to grow, with consequent risks to assets, intellectual property and the data of the Company, its customers and its employees.

Since early 2020, the need to support the global workforce operating predominantly from home has been a requirement and is expected to be part of the new normal going forward.

Dialog is continuously strengthening its internal monitoring and controls; applying best practice to maintain a robust and secure IT environment.

Dialog's IT systems are managed on a global basis to ensure a unified approach, with IT operations being distributed between Europe, Asia and the USA.

Engineering tools are being consolidated into regional data centres connected by an upgraded network to allow increased agility, reliability and scale.

Dialog deployed improved collaboration solutions in 2019 that have enabled business operations to continue uninterrupted through 2020 as work from home became the norm. These will continue to evolve.

Joint roadmaps have been developed with the business to align and prioritise IT investment with evolving business needs and to maintain compliance and controls. IT policies, procedures and cyber security initiatives are reviewed and updated regularly by a newly established Security Council and the RMO to address the changing regulatory environment, including data privacy regulations and to mitigate the evolving cyber security threat.

Quality assurance

Mitigation

Given the timetables for some key product introductions, Dialog must ensure tight control over the new product introduction process and in particular quality assurance in high‑volume product ramps.

Delivering faulty products may cause delays in the assembly line of Dialog's customers and defects in their products, with consequent contractual liabilities and risks to the customer relationship.

Covid-19

Dialog operates a "high-touch" fabless model, with engineers working closely together with our foundry partners to optimise the manufacturing process.

Dialog emphasises quality assurance through product validation prior to mass production, in-line controls and monitoring of yields with real-time information feeds from manufacturing facilities.

Dialog works with key suppliers to achieve industry-leading yields based upon typical defect density limitations. To support this, Dialog has engineers located at key supplier sites.

Yield performance on key products is monitored during regular internal operational reviews

Mitigation

Should Covid-19 continue to spread unchecked due to vaccine- resistant strains emerging and/or the vaccine rollout not being implemented effectively, it may impact our employees or the operations of our suppliers or customers.

There may also be long-lasting adverse economic consequences resulting from the direct or indirect impact of Covid-19 on the global economy which could reduce demand for our end- customers' products.

Throughout the pandemic, Dialog's focus has been to protect the health and wellbeing of our employees and business partners.

Dialog's supply chain has remained stable through 2020, with most suppliers and our customers' contract manufacturers continuing to operate at almost full capacity.

Customer engagements are still managed remotely and so far, we have not seen any significant decrease in levels of activity.

Our business remains resilient. Our fabless business model and the strength of our balance sheet provide us with financial resilience and operational flexibility to navigate the current circumstances and future uncertainties.

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Managing risk and uncertainty continued

3 Financial risks

As is typical within the semiconductor sector, Dialog operates across the globe. This exposes the Company to several financial risks including fluctuations in interest and foreign exchange rates as well as credit risk relating to counterparties the Company transacts with. It also needs to ensure access to liquidity at all times to meet its financial obligations and investment in future growth. Through proactive stewardship and financial discipline, we seek to mitigate the impact of these risks on the financial performance of the Company.

Foreign currency

Mitigation

The majority of Dialog's revenue and expenses are denominated in US dollars. Some exposure exists to non-USD denominated operating expenditure, primarily Euro and pound sterling, meaning exchange rate volatility could have an adverse impact on our financial results.

Discrete currency exposures are managed on a case-by-case basis. Transactional currency exposures are managed using forward currency contracts, hedging no further than 12 months out using a layered approach. These are designated as cash flow hedges and at the year-end approximately US$118 million equivalent were outstanding.

During the year, Euro-denominated share buyback liabilities were also hedged using forward currency contracts, forming an economic hedge but not designated for hedge accounting purposes. Please refer to notes and to the consolidated financial statements.

Counterparty risk

Mitigation

Dialog is exposed to the potential default of banks, suppliers and customers. If their credit worthiness were to change, this could have an adverse effect on Dialog's business and financial condition.

The Company uses non-recourse receivables financing to help manage credit risk of selected customers. When executing financial transactions, Dialog deals with reputable financial institutions in accordance with Board approved policy.

Financial stability is a key selection criteria for all suppliers. Annual performance reviews are carried out for key suppliers by Dialog's Manufacturing Review Board.*

  • The Manufacturing Review Board is an internal management committee responsible for supplier lifecycle management, supplier performance, onboarding and phasing out of suppliers as required, according to Dialog's manufacturing strategy.

Funding and liquidity

Mitigation

The risk of being unable to continue to meet the financial obligations/requirements of our operations and provide resources for future growth.

The business has no net debt and is cash generative. As such, the Company finances its operations from surplus cash, only raising debt when necessary. The policy is to maintain a sufficient level of liquidity appropriate to meet short-term liabilities and longer- term strategy.

Cash flow from operating activities in 2020 was US$142.

In addition, the Company has a US$150 million revolving credit facility which remains undrawn.

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Annual report and accounts 2020

Key to risk trends

Risk increasing

No change

Risk decreasing

4 Legal & Compliance risks

As Dialog has an increasingly global presence, it continues to update and enhance its policies, processes and procedures to comply with international and local requirements. Dialog recognises the importance of behaving as a good corporate citizen across the globe. In addition, the Company seeks to utilise the legal protection offered across the globe to protect our assets, including our intellectual property rights.

Compliance with laws and regulations

Mitigation

report Strategic

Dialog is subject to national and regional laws and regulations in such diverse areas as product safety, product claims, patents, copyright, trademarks, competition, employee health and safety, the environment, corporate governance, share listing and related disclosure, employment and taxes. Failure to comply with laws and regulations could expose Dialog to civil and/or criminal actions leading to damages, fines and criminal sanctions against us and/or our employees with possible consequences for our financial results and corporate reputation. Changes to laws and regulations could have a material impact on our cost of doing business. Tax, in particular, is a complex area where laws and their interpretation are changing regularly, leading to the risk of unexpected tax exposures.

Dialog monitors laws and legal and regulatory changes across the countries in which it operates and continues to update its policies, processes and compliance programmes.

We audit our key suppliers to ensure their compliance with industry standards and legal requirements.

We also continue to strengthen our system of internal controls, procedures and resources which reinforce compliance with various legal regimes.

Intellectual property protection

Mitigation

As a highly innovative company, Dialog has technology that is

Dialog has in excess of 1,000 inventions for which we are

attractive to others. Dialog must ensure that this technology is

pursuing or have already obtained patent protection, and we

sufficiently protected both legally (via patents) and physically

continue an active patent registration programme overseen

(via security and IT processes). We seek to protect our current

by the Patent Committee.

business and our Intellectual Property from being copied or used

Dialog has continued to make investments to improve the tools

by others through appropriate use of patents, copyrights and

used to protect its Intellectual Property. Engineering projects are

trademarks on a global basis.

segregated and access controlled via a tracked approval process.

Intellectual property infringement

Mitigation

The semiconductor industry is characterised by frequent litigation regarding intellectual property rights. We may be subject to claims by third parties who allege that our products infringe their patents or other intellectual property rights. Such claims against us or our customers could adversely affect our business and require us to pay royalties/damages or expend significant resources to modify or redesign our products.

Strategic report approved on 3 March 2021 on behalf of the Board

Dialog invests significantly in original research and development to address product requirements with innovative solutions. Furthermore, we have invested in a robust patent protection programme to deter frivolous infringement claims by competitors.

Dialog also seeks indemnification for intellectual property infringement by its suppliers.

Dr Jalal Bagherli

Wissam Jabre

Chief Executive Officer

Chief Financial Officer, Senior Vice President Finance

83

Corporate governance

Our corporate governance framework

Dialog Semiconductor Plc

Management Team Finance

Internal Audit External audit

Risk Management Office Security Council

Audit Committee

  • Comprised of non- executive Directors.
  • Oversees the Company's financial reporting, internal control and risk management procedures, and the
    work of the internal and external auditors.

Company Secretary Human Resources

Remuneration

Committee

  • Comprised of non- executive Directors.
  • Reviews and makes recommendations in respect of salaries and incentive compensation of the officers of the Company and its subsidiaries.
  • Provides recommendations to the Management Team for other employees and consultants as appropriate.

Board of Directors

Comprised of the Chairman, Executive and non‑executive Directors.

Has overall responsibility for the leadership, control and oversight of the Company.

Nomination

Committee

  • Comprised of non- executive Directors.
  • Reviews Board structure, size and composition.
  • Responsible for succession planning for Directors.
  • Diversity strategy and the development of a diverse pipeline of candidates.
  • Identifies and nominates
    Board candidates for approval by the Board.

Executive Directors

- The Board has delegated the

Human Resources

day-to-day management of the

Company to the CEO who is

Company Secretary

accountable to the Board.

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Annual report and accounts 2020

Introduction to governance

Dear shareholder,

I am pleased to present our 2020 corporate governance report.

As Dialog is incorporated in the UK and listed in Frankfurt, we are not required to follow, and report against, the UK Corporate Governance Code ("The Code"). However, in line with our commitment to maintaining high standards of corporate governance and oversight, the Board has decided to follow The Code to the extent it considers it beneficial to the good governance of the Company.

2020 review

2020 was a challenging year for all businesses as well as society. Ensuring the health, safety and wellbeing of our people quickly became our priority. Drawing on our strong resilience and commitment, our people ensured the Company continued to deliver for all our stakeholders.

It has been a year of change for corporate governance. There is a renewed focus on corporate culture which is evidenced by the breadth of reporting requirements. The purpose of companies and their place in society is being redefined with a clear mandate for boards to be more transparent about how businesses operate; interact with their stakeholders; and take their views into consideration when formulating strategy.

Updates to legislation also came into effect from 1 January 2019, which focused on stakeholder engagement and the ratio between pay for the CEO and the Company's median employee. The Directors' statement on section 172 of the Companies Act 2006 is disclosed on page 28 while the pay ratio of the CEO to median employee is detailed on page 110.

Additionally, we published our Gender Pay Gap report and our approach to tax.

Culture and stakeholders

Dialog is a business built upon the values enshrined in "The Spirit of Dialog", which is the cornerstone of our corporate values. Our corporate culture defines who we are, what we stand for and how we do business. Our reputation has been built on our resolve to maintain the highest ethical and professional standards at all times, underpinned by a well-defined and effective system of governance. We recognise and understand the value of recruiting and developing the best people and ensuring our culture is shared and understood across the organisation. By living our values, our people differentiate us from our competitors, helping us to attract new business and retain our customers. Our success is built on a clear understanding of the importance of our values and the role they play in our distinctive, delivery focused culture.

Succession planning

Succession planning is an important element of good governance, ensuring that we

are fully prepared for planned or sudden departures from key positions throughout the year. The challenges presented by Covid-19 heightened the need to ensure we have strong and effective succession plans in place.

The Nomination Committee again reviewed the succession plans for the Board, the Management Team and other key roles within the organisation. This review also provided visibility of Dialog's talent pipeline to ensure we are maximising the potential of our people.

Board composition

Following the retirement of Aidan Hughes and appointment of Joanne Curin to the Board in 2019, there were no changes during the course of 2020. The Board comprises a total of eight Directors, including the Chairman and the CEO. We recognise the importance of maintaining a diverse board, both by gender, cultural, experience and skill set. We currently have 25% female Board membership; though recognise the Hampton Alexander review has set a target of 33% female composition and factor that into our Board refreshment decisions. The Board also recognises that the Parker review sets a target of at least one Director of colour on the Board and the current Board meets this target.

Our Board also continues to include an appropriate balance of longer serving and more recently appointed Directors, with diverse backgrounds and experience delivering a strong blend of skills to promote the Company's success. The combination of tenures serves to bring fresh thinking to the Board while preserving the knowledge, experience and understanding of the evolution of the Dialog business within the Board as a whole, all of which provides the platform for fruitful discussion at Board level.

Following an internal evaluation in 2019, the Board engaged an independent third party to undertake a Board evaluation during the course of 2020. Interviews were conducted with all Board members and the findings were presented to the Board at the February 2021 Board meeting. The feedback was positive as to the quality of the Board and the skill sets required of the Board. It was noted that improvements could be made in the papers submitted to the Board to ensure the correct level of detail was provided to help guide Board decisions.

Senior Independent Director ("SID") Having carefully considered the role and responsibilities of a Senior Independent Director, and the fact that our Chairman, Rich Beyer, was wholly independent on appointment in 2013, the Board does not believe there is a necessity to appoint a SID at this time. Our Chairman Rich Beyer is available to shareholders as are all of the Directors, particularly the Chairs of each of the Board Committees. Furthermore, any concerns regarding the performance of the Chairman may be addressed to and will be

managed by the Chair of the Nomination

Committee. As such, the Board believes

that its composition continues to ensure a

proper division between management and

non-executive oversight; nonetheless, we

will review the potential for a new SID on an

ongoing basis.

Corporate

Remuneration

The Directors' remuneration report,

together with an introductory letter from our

governance

Following extensive engagement with a

Remuneration Committee Chairwoman,

Mary Chan, who succeeded Mike Cannon

as chair in July 2020, is set out on page 98.

majority of shareholders on remuneration

in 2019, no specific engagement on

remuneration issues was undertaken

during 2020.

Understanding our stakeholders The Board recognises the importance of assessing the impact of its decisions on all of our stakeholders. As part of this and reflecting the guidance of the Code, I was designated director for overseeing employee engagement in collaboration with our global HR teams during 2019. This engagement allows me, on behalf of the Board, to gauge the views of the Group's workforce and ensure their issues and concerns have a clear voice at Board level. During 2020, this has been vital in ensuring that employee concerns were communicated to the Board. During the year, I reviewed results of our annual engagement, the Voice of Dialog, and facilitated employee feedback sessions. We were unable to conduct in-personmeetings like 2019 due to restrictions on travel and meetings under Government health guidelines. However, I hosted three virtual meetings with employees based in the US, Taiwan and Austria during the year.

Sustainability

Since 2015, the Company has adopted the Global Reporting Initiative ("GRI") framework for the purpose of identifying and reporting on our material sustainability topics. In 2018, we transitioned to the GRI Standards, against which our annual report makes a "GRI-referenced" claim. 2020 represents the second year of producing an integrated report bringing into a single report information we previously published in the sustainability report.

In this report, we have taken the first step on our climate change disclosures following the recommendation of the TCFD, detailed on page 30.

Finally, the Board remains open to all feedback from shareholders, all Directors are usually available at the Company's AGM, and we encourage you to take advantage of this opportunity should you wish to meet with and engage in any discussion with a member of your Board.

Nick Jeffery

Chairman, Nomination Committee

85

Corporate governance

Leadership - Board of Directors

The Board of Dialog currently comprises eight Directors. This includes our Chairman, one Executive Director, and six independent non-executive Directors.

The Board of Directors comprises a mix of the necessary skills, knowledge and experience required to provide leadership, control and oversight of the management of the Company and to contribute to the development and implementation of the Company's strategy.

In particular, the Board combines a group of Directors with diverse backgrounds within the technology sector, in both public and private companies, which combine to provide the expertise to drive the continuing development of Dialog, advance the Company's commercial objectives and strategy, thus putting the Company in a strong position to maximise shareholder value. The Board also combines a number of longer serving Directors with more recently appointed Directors. This serves to bring fresh thinking to the Board yet preserves the knowledge, experience and understanding of the evolution of the Dialog business within the Board as a whole.

Further details on the composition of the Board, and the Board's

Committees, are detailed on page 93.

Board experience - Technology

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- Governance

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Dialog Semiconductor Plc

1. Rich Beyer Chairman

Joined: February 2013

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 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 currently serves on the Board of Micron Technology Inc. and previously served on the Boards of Analog Devices, Microsemi Corporation (now Microchip Technology), 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 Board of Micron Technology Inc.

Board Experience:

2. Dr Jalal Bagherli Executive Director (Chief Executive Officer) Joined: September 2005

Jalal was previously Vice President and General Manager of the Mobile Multimedia business unit for Broadcom Corporation. Prior to that Jalal was the CEO of Alphamosaic, a venture-funded silicon startup company in Cambridge focusing on video processing chips for mobile applications.

He has extensive experience in the semiconductor industry through his previous professional and executive positions at Sony Semiconductor and Texas Instruments, managing semiconductor product businesses and working with customers in Asia, Europe and North America. Jalal has a BSc (Hons) in Electronics Engineering from Essex University, and holds a PhD in Electronics from Kent University, UK.

External Appointments: Jalal was previously a non-executive Director of Lime Microsystems Ltd and the Chairman of the Global Semiconductor Association Europe from 2011 to 2013.

Board Experience:

Annual report and accounts 2020

3. Alan Campbell

Independent non-executive Director Joined: April 2015

Alan brings over 30 years of relevant business and financial expertise to Dialog Semiconductor, having extensive experience as a Chief Financial Officer in the semiconductor industry. He began his career in 1979 with Motorola and has spent over 12 years in Europe and 20 years in the USA. In 2004, he guided Freescale through its separation from Motorola and successfully executed an initial public offering ("IPO") that listed the company on the New York Stock Exchange ("NYSE"). In 2006, he was instrumental in the execution of a Leverage Buy-Out ("LBO") in one of the largest technology financial transactions at that time. In 2011, he successfully led the company back to the public market to be listed on the NYSE.

External Appointments: Alan is currently Chairman of ON Semiconductor.

Committee Membership: Audit (Chair)

Board Experience:

4. Mike Cannon

Independent non-executive Director Joined: February 2013

Mike's career in the high-tech industry spans 30 years. 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 company, and 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 Seagate Technology as the Lead Independent Director and Chairman of the Nominating and Governance Committee and also serves on the Compensation Committee, and on the Lam Research Corporation Board on the Audit Committee and the Nominating and Corporate Governance Committee. Mike was previously on the Board of Directors of the US

- China Business Council.

Committee Membership: Remuneration, Nomination

Board Experience:

5. Mary Chan

Independent non-executive Director Joined: December 2016

Mary's career has spanned executive leadership roles at some of the world's most successful international firms, including AT&T, Alcatel Lucent, Dell Inc. and General Motors Corporation ("GM"). At Dell, between 2009 and 2012, Ms Chan led the Company's Enterprise Mobility Solutions and Services business in the USA. Prior to this, at Alcatel- Lucent, Ms Chan served as Executive Vice President of the Company's 4G LTE Wireless Networks business. Most recently at GM, Ms Chan served between 2012 and 2015 as President, Global Connected Consumers

  • OnStar Service. She holds both Bachelor and Master of Science degrees in Electrical Engineering from Columbia University.

External Appointments: Ms Chan is a managing partner at VectoIQ, LLC., and currently serves as an Independent Director on the Boards of Magna International, Microelectronics Technology Inc, and SBA Communications Corporation.

Committee Membership: Nomination, Remuneration (Chair)

Board Experience:

6. Joanne Curin

Independent non-executive Director Joined: August 2019

Joanne comes to Dialog with over 20 years of experience as a CFO and non-executive director, with a deep background in finance and an international career spanning global large-scale public companies listed in the UK and Australia. In her previous roles as CFO across a wide array of markets and sectors, Joanne has been highly effective at initiating and leading strategic, operational and process changes that have delivered considerable shareholder value, and has successfully led a number of complex multi- billion dollar M&A transactions. Joanne has a bachelor's degree in commerce from the University of Auckland and is a member of the Institute of Chartered Accountants in New Zealand.

External Appointments: Joanne is a founding Director of Stirling Industries Plc.

Committee Membership: Audit

Board Experience:

7. Nick Jeffery

Independent non-executive Director Joined: July 2016

Nick has a career of over 20 years in the telecommunications industry. He held a position on the Vodafone Group Executive Committee from 2013 until February 2021 and was from 2016 until February 2021 the CEO of Vodafone UK Limited. He held numerous roles within Vodafone including CEO of the Group's acquired Cable and Wireless Worldwide operations from 2012 to 2013, and CEO of Vodafone Group Enterprise from 2013 to 2016. Having begun his career at Cable & Wireless plc (Mercury Communications) in 1991, he then founded and led Microfone Limited in 2001, whilst serving as Head of Worldwide Sales and Europe Managing Director at Ciena Inc. from 2002 until 2004.

External Appointments: Nick has been recently appointed President and CEO of Frontier Communications.

Committee Membership: Nomination (Chair), Remuneration

Board Experience:

8. Eamonn O'Hare

Independent non-executive Director Joined: March 2014

Eamonn has spent over two decades as CFO of some of the world's fastest-growing consumer and technology businesses. From 2009 to 2013, he was CFO and main board member of Virgin Media Inc. and led its successful sale to Liberty Global Inc.

in 2013. From 2005 to 2009, he served as CFO of the UK operations at Tesco plc. Before joining Tesco, he was CFO and Board Director at Energis Communications and led the successful turnaround of this high profile UK telecoms company. Prior to this, Eamonn spent ten years at PepsiCo Inc. in a series of senior executive roles in Europe, Asia and the Middle East. Eamonn spent the early part of his career in the aerospace industry with companies that included Rolls-Royce PLC and BAE Systems PLC.

External Appointments: Eamonn is currently Founder, Chairman and CEO of Zegona Communications Plc, and a Director of Euskaltel, S.A.

Committee Membership: Audit

Board Experience:

governance Corporate

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Corporate governance

Leadership - Management Team

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Dialog Semiconductor Plc

1. Dr Jalal Bagherli Chief Executive Officer

Jalal joined Dialog as CEO and an Executive Board Director in September 2005. He was previously Vice President & General Manager of the Mobile Multimedia business unit

for Broadcom Corporation. Prior to that, Jalal was the CEO of Alphamosaic, a venture-funded silicon start-up company in Cambridge focusing on video processing chips for mobile applications. He has extensive experience in the semiconductor industry, through his previous professional and executive positions at Sony Semiconductor and Texas Instruments, managing semiconductor product businesses and working with customers in Asia, Europe and North America. Jalal was previously a non-executive Director of Lime Microsystems Ltd and was the Chairman of Global Semiconductor Association Europe from 2011 to 2013. He has a BSc (Hons) in Electronics Engineering from Essex University, and holds a PhD in Electronics from Kent University, UK.

Tenure with Dialog: 15 years

2. Vivek Bhan

Senior Vice President, and General

Manager, Custom Mixed Signal

Business Group

Vivek joined Dialog in November 2013 and is responsible for the Custom Mixed Signal Business Segment. He brings a wealth of engineering leadership experience in the semiconductor industry including technology and products for advanced cellular systems, connectivity and medical applications within RF, mixed-signal and SOC space. He has held senior positions at Freescale, Fujitsu Semiconductor and Motorola. Vivek holds a MS in Electrical Engineering and MBA from Arizona State University.

Tenure with Dialog: Seven years

3. Wissam Jabre

Chief Financial Officer, Senior Vice President, Finance

Wissam joined Dialog in 2016 after serving as Corporate Vice President of Finance at Advanced Micro Devices ("AMD") since

2014. Between 2003 and 2014, he held various executive positions at Freescale Semiconductor, including Vice President and Chief Procurement Officer, Vice President Global Pricing, Chief Financial Officer of the Networking & Multimedia Solutions Group. Wissam began his career at Schlumberger, gaining international experience in the Middle East, Europe and North America, before joining Motorola. He holds a Bachelor of Electrical Engineering degree from the American University of Beirut and an MBA from Columbia Business School, New York. Wissam is a CFA® charterholder.

Tenure with Dialog: Four years

Annual report and accounts 2020

4. Davin Lee

Senior Vice President and General

Manager, Advanced Mixed Signal

Business Group

Davin joined Dialog in July 2014. He was previously CEO of Scintera Networks. Prior to that, Davin was the Vice-President and General Manager of the Consumer Business Unit at Intersil Corporation. Prior to that, Davin was Vice-President of Marketing at Xicor. He previously held senior positions within Altera and National Semiconductor. Davin holds a BSEE from The University of Texas at Austin and an MBA from Kellogg School of Management at Northwestern University.

Tenure with Dialog: Seven years

5. Alex McCann

Senior Vice President Global Operations Alex joined Dialog Semiconductor in

May 2019 and has more than 25 years of experience in Semiconductor Engineering and Operations. His most recent role prior to joining Dialog was as VP of Operations at Analog Devices, who in 2017 acquired Linear Technology, where Alex had previously served as Chief Operating Officer. Alex started his career with National Semiconductor, where he has held various progressive Engineering and Operations positions. Alex then joined Anadigics Inc in New Jersey, initially serving as the Director of Wafer Fab Operations and then as the VP of Global Operations. Following his tenure at Anadigics, Alex was the VP of Operations at Nano-Opto, a New Jersey based Optical start up. Alex has an MBA with distinction from the University of Glasgow and a BSc in Electrical and Electronic Engineering.

Tenure with Dialog: One year

6. Sean McGrath

Senior Vice President and General

Manager, Connectivity & Audio

Business Group

Sean joined Dialog in November 2012. Sean has more than 15 years' experience in RF semiconductor businesses, introducing

The Wyatt Company progressing to KPMG before joining IBM in 1998. With IBM, Julie spent time in New York and Paris. Julie joined American Express in New York in 2003 in International Benefits and moved to VP Global Mobility and HR Business Partner, Global Business Travel. She relocated to Sydney in 2011 as the VP HR Australia and New Zealand and then moved to the UK as VP HR Business Partner EMEA. During her career, Julie has gained extensive international experience in reward and benefits, global mobility, change management, talent planning, mergers and acquisition and global talent acquisition. Julie holds a Bachelor's degree in Mathematics and Psychology from Lamar University in Beaumont, Texas and is an Associate of the Society of Actuaries.

Tenure with Dialog: Three years

8. Tom Sandoval

Senior Vice President, Automotive

Tom joined Dialog in September 2015 holding initially the position of Senior Vice President Worldwide Sales. He is now responsible

for driving and growing the Automotive Business across Dialog. He has over 25 years of experience in the semiconductor industry and has held executive management positions in sales, marketing and engineering. Prior to joining Dialog, Tom served as Vice President of Sales for the Americas at Xilinx. He previously served as CEO of Calypto Design Systems. Tom holds a BS degree in Electrical Engineering from the University of Southern California.

Tenure with Dialog: Five years

9. Colin Sturt

Senior Vice President, General Counsel Colin Sturt joined Dialog Semiconductor in October 2015 as Senior Vice President, General Counsel. Prior to joining Dialog, Colin held the position of Vice President of Corporate Development, General

Counsel and Corporate Secretary at Micrel, Incorporated. He was previously a corporate attorney with Davis Polk & Wardwell

LLP. Earlier in his career, Colin served in manufacturing management and operational and organisational improvement roles

with National Semiconductor Corporation. He holds a Law degree from the Columbia University Law School and a Bachelor's and two Master's degrees from Brigham Young University.

Tenure with Dialog: Five years

10. John Teegen

Senior Vice President, Worldwide Sales John joined Dialog in November 2017 with the Dialog acquisition of Silego Technology, where he was CEO. He is responsible for worldwide sales and previously he was VP and GM of the Configurable Mixed-signal Business Unit at Dialog. He has more than

30 years of experience in the semiconductor industry and has held executive management positions at Kovio, NeoPhotonics, MMC Networks and VLSI Technology. John has a BS degree in Electrical Engineering from the University of Florida.

Tenure with Dialog: Three years

11. Mark Tyndall

Senior Vice President, Corporate Development & Strategy and General

Manager, Industrial IoT Business Group Mark joined Dialog Semiconductor in September 2008. Prior to this, Mark was Vice President of Business Development and Corporate Relations at MIPS Technologies. From 1999 to 2006, he held the position of Vice President of Business Development

at Infineon and has also served as a board director of a number of start-up companies, several of which were successfully acquired. Earlier in his career, Mark held management positions in marketing at Fujitsu Microelectronics and in design at Philips Semiconductors.

Tenure with Dialog: 12 years

governance Corporate

innovative business models and leading organisations to rapid growth. Prior to Dialog, he was General Manager of the Smart Home & Energy group at NXP and General Manager of the RF Power and Base Stations business at NXP/Philips Semiconductors. He previously held senior roles at Philips Semiconductors and Mikron Austria GmbH, focusing on the RFID and connectivity markets. Sean holds an honours degree

in Geophysics and Geology from Harvard University and an MBA with distinction from INSEAD.

Tenure with Dialog: Eight years

7. Julie Pope

Senior Vice President, Human Resources Julie joined Dialog in May 2017.

An experienced international HR executive, Julie began her career as a consultant at

Name

Role Tenure with

Tenure with Dialog (years)

Dr Jalal Bagherli

Chief Executive Officer

15

Vivek Bhan

Senior Vice President and General Manager,

7

Custom Mixed Signal Business Group

Wissam Jabre

Chief Financial Officer, Senior Vice President, Finance

4

Davin Lee

Senior Vice President and General Manager,

7

Advanced Mixed Signal Business Group

Alex McCann

Senior Vice President Global Operations

1

Sean McGrath

Senior Vice President and General Manager, Connectivity

8

& Audio Business Group

Julie Pope

Senior Vice President, Human Resources

3

Tom Sandoval

Senior Vice President, Automotive

5

Colin Sturt

Senior Vice President, General Counsel

5

John Teegen

Senior Vice President, Worldwide Sales

3

Mark Tyndall

Senior Vice President, Corporate Development & Strategy and General

12

Manager, Industrial IoT Business Group

89

Corporate governance

Dialog Semiconductor Plc

Directors' report

The Directors of Dialog Semiconductor Plc (''Dialog'' or the "Company'') present their Annual report and audited financial statements for the year ended 31 December 2020. These accounts have been prepared under IFRS and are available

on the Company's website: www.dialog-semiconductor.com

Principal activities and review of the business

Dialog Semiconductor develops and distributes highly-integrated,mixed-signal ICs, optimised for personal portable, Configurable Mixed- signal IC, low energy short-range wireless, LED backlighting and solid state lighting,

and automotive applications. The Company provides customers with world-class innovation combined with flexible and dynamic support.

The Company is listed on the Frankfurt (XTRA: DLG) Stock Exchange (Regulated Market, Prime Standard, ISIN GB0059822006).

The Company is incorporated in the UK and the registered number is 03505161. A full list of Company subsidiaries outside of the UK is detailed in Dialog's related undertakings set out on page 204.

Further information on the principal activities of the business and the factors affecting future developments are detailed in the Group's Strategic report. Information on treasury policies and objectives is included in note 31 to the consolidated financial statements.

Future developments

The Company's stated objective is to build a power-efficient connected world by becoming the leading global supplier of highly-integratedmixed-signal technologies such as, power management, AC/DC, LED backlighting and solid state lighting, and low energy short-range wireless connectivity. The key aspects of the Group's strategy are set out in the Strategic report on pages 12 to 13.

Subsequent events

Details of subsequent events are on note 34 to the consolidated financial statements.

Research and development R&D

The Company believes that its future competitive position will depend on its ability to respond to the rapidly changing needs of its customers by developing new designs in a timely and cost-effective manner. To this end, the Company's management is committed to investing in R&D of new products and customising existing products.

To date, R&D projects have been in response to key customers' requests to assist in the development of new custom ASICs, and for the development of application-specific standard products ("ASSPs"). The Company does not expect any material change to this approach in the foreseeable future.

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Greenhouse gases

Corporate responsibility and a commitment to sustainable business practices are important to Dialog's business model and a component of Dialog's strategy to deliver long-term profitable growth. Our commitment to environmentally oriented, sustainable business practices is evidenced in our commitment to continually reduce CO2 emissions and minimise the carbon footprint of our business. Further details on the Company's commitment to sustainable and environmentally friendly business practices are set out on pages 40 and 41.

Going concern

At the time of approving the financial statements, the Directors are required to form a judgement as to whether the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. In forming their judgement, the Directors consider the Group's current financial position, its medium-term plan and its budget for the next financial year, and

the principal risks and uncertainties that it faces. The Directors have also considered the proposed acquisition of the Company by Renesas Electronics Corporation that was announced on 8 February 2021.

At the end of 2020, the Group held cash and cash equivalents of US$524 million and currently has an undrawn committed revolving credit facility of US$150 million. Based on the Group's most recent plan and budget, the Directors expect that the Group will continue to be cash generative over the next 12 months, even in the downside scenario that they considered regarding the impact of the Covid-19 pandemic. For these reasons, the Directors have adopted the going concern basis in preparing the Group's and the Company's financial statements.

Dividends and share repurchases

The Company has historically been committed to reinvesting all profits into laying the framework for future growth. Accordingly, since its initial public offering in 1999, Dialog has not paid any cash dividend. Directors do not recommend the payment of a dividend for 2020 (2019: nil). At the 2021 Annual General Meeting, in line with the shareholder approvals obtained in 2019 and 2020, the Board will

be asking shareholders for an authority to continue the share buyback programme.

In October 2020, we completed the second tranche of the share buyback programme corresponding to the 2019 Authorisation, for an amount of €70 million (US$80 million). It should be emphasised that, even if shareholder authority to continue the share buyback programme is granted, no decision has yet been made to implement such a programme and implementation will only occur if the Board considers this in the best interests of the Company depending on the prevailing circumstances.

Purchase of own shares by Employee Benefit Trust

The Company operates an Employee Benefit Trust, which purchases and transfers shares in the Company for the benefit of employees under the Company's share option scheme, Long-Term Incentive Plan, Executive Incentive Plan and Employee Share Plan. Since the Company has de facto control of the assets and liabilities of the Trust, they are included in the Company and Group balance sheets. At 31 December 2020, the Trust held 3,630,109 shares, which represented 5.1% of the total called-up share capital, at a nominal value of £363,011. The maximum number of shares owned by the Employee Benefit Trust during 2020 was 4,453,232, at a nominal value of £445,323.

Share capital

The Company's issued share capital comprised a single class of shares referred to as ordinary shares.

Details of the share capital are set out in note 26 to the consolidated financial statements.

Substantial shareholdings

Details of substantial shareholdings are on page 95.

Directors

The Directors, together with their biographies, are listed on pages 86 and 87.

Powers of Directors

The Directors are authorised to issue the nominal amount of securities representing the aggregate of approximately one third of the issued share capital of the Company; of that one third they can issue an amount equal to

5% of the issued share capital on a non-preemptive basis generally and a further 5% on a non-pre-emptive basis in certain limited circumstances related to the financing of a transaction. The Directors have additional power to issue up to a further third of the issued share capital of the Company, provided it is only applied on the basis of a rights issue.

Directors' remuneration and interests

Directors' remuneration and interests are detailed in the Annual report on remuneration on pages 106 to 114 of this report. No Director had a material interest during the year ended 31 December 2020 in any contract

of significance with any Group company.

The agreement between the Company and its Directors for compensation for loss of office is given in the Directors' remuneration policy report on pages 100 to 105 of this report.

Directors' third-party indemnity provisions

The Company has granted an indemnity to its Directors against proceedings brought against them by third parties, by reason of their being Directors of the Company, to the extent permitted by the Companies Act 2006. Such indemnity remains in force as at the date of approving the Directors' report.

Annual report and accounts 2020

Election and re-election of Directors

In accordance with the Company's Articles of Association, one third of the Directors have to stand for re-election at the Annual General Meeting. Any Director who has been on the Board for more than nine years is subject to annual re-election. The next Annual General Meeting will be held on 4 May 2021 at 9am at Tower Bridge House, St Katharine's Way, London E1W 1AA.

Corporate governance

The Company's Corporate governance statement is set out on pages 92 to 97 of this report. While the UK Code does not apply to Dialog, in line with our commitment to maintaining high standards of corporate governance and oversight, the Board will follow the UK Code to the extent it considers it beneficial to the good governance of

the Company.

Principal risks and uncertainties

The Company is exposed to a number of risks and uncertainties that could affect the performance of the Company and its prospects. The Board of Directors and the Audit Committee are responsible for the Company's process of internal control and risk management and for reviewing its continuing effectiveness. The Board ensures, to the extent possible, that the system of internal procedures and controls is appropriate to the nature and scale of the Company's activities and that appropriate processes and controls are in place to effectively manage and mitigate strategic, operational, financial and other risks facing the Company. A list of the principal risks and their management is set out on pages 76 to 83.

Financial instruments

The Group's financial risk management and policies, and exposure to risks, are set out on page 82 of this report and on note 31 to the consolidated financial statements.

Stakeholders engagement

Details of stakeholders engagement, including engagement with suppliers, are set out on pages 26 and 27.

Employee engagement

In 2019, Nick Jeffery became the designated Director of overseeing employee engagement. This engagement, amongst other things, will allow Directors to gauge how the Group's new strategic initiatives are embedding within the organisation. Further details on the Company's engagement with its employees can be found on pages 26 and 28.

Employee policies

It is our policy to support our people through training, career development and opportunities for promotion. We operate an open management approach and consult with our staff on matters that are of concern to them. We share information with employees on the performance of the Company which, together with profit-related bonuses and stock option awards, encourage staff involvement.

Diversity and equal opportunity

In 2020, Dialog operated from 37 locations in 17 countries with a highly diverse workforce, incorporating employees from

61 nationalities. Our Commitment to Diversity and Inclusion is available on our website at https://www.dialog-semiconductor.com/sites/ default/files/diversity_statement_v2.pdf

Dialog takes equality and equal opportunity for all employees very seriously. We believe diversity among our employee base is an important attribute to a well-functioning business. Diversity spans a range of factors including diversity in terms of geographic origin, background, gender, race, faith, education, experience, viewpoint, interests, technical, and interpersonal skills. We also ensure that we offer equal opportunities in all aspects of employment and advancement regardless

of age, disability, gender, marital status, nationality, race, religious or political beliefs or sexual orientation.

Where existing employees become disabled, it is the Group's policy to provide continuing employment wherever practicable in the same or alternative position and to provide appropriate training to achieve this aim.

Gender diversity is of particular importance. Women comprise 19.6% of the overall workforce and further details are set out on pages 36 and 37 of this report. Although this is in line with the industry average, the Company is supporting various initiatives in the areas

of STEM education to encourage more women to pursue careers in engineering and electronic engineering.

Disabled persons

Our policy provides for disabled persons, whether registered or not, to be considered for employment, training and career development in accordance with their aptitudes and abilities. We offer equal opportunities in all aspects of employment and advancement regardless

of any disability.

Political donations and expenditure

Details are set out on page 95.

Statement on disclosure of information to auditors

The Directors who were members of the Board at the time of approving the Directors' report are listed on pages 86 and 87 of this report. Each of the Directors affirms that:

  • So far as they are aware, there is no relevant audit information of which the Company's auditors are unaware; and
  • They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Reappointment of auditors

Details are set out on page 97.

Capital structure

As at 31 December 2020, the Company's issued share capital comprised a single class of shares referred to as ordinary shares. Details of the share capital, and changes in share capital, can be found in note 26 to the consolidated financial statements. On a show of hands at a general meeting of the Company, every holder of shares present in person and entitled to vote shall have one vote, and on

a poll every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held.

The notice of the general meeting specifies deadlines for exercising voting rights either by proxy notice or by presence in person or by proxy in relation to resolutions to be passed at a general meeting. All proxy votes are counted and the numbers for, against or withheld in relation to each resolution are announced at the AGM and published on the Company's website after the meeting. There are no securities carrying special rights, nor are there any restrictions on voting rights attached to the ordinary shares.

There are no restrictions on the transfer of shares in the Company other than:

  • Certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws); and
  • Directors and senior management of the Company are not allowed to trade in shares or exercise options in certain close periods (such close periods normally start two weeks before the end of each financial quarter and end 48 hours after the release of the financial results).

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and for voting rights.

Dialog has an Employee Benefit Trust which holds Dialog shares for the benefit of employees, including for the purpose of satisfying awards made under the various employee and executive share plans. The trustee may vote the shares as it sees fit, and if there is an offer for the shares the trustee is not obliged to accept or reject the offer but will have regard to the interests of the employees and may otherwise take action with respect to the offer it thinks fair.

The Company's Articles of Association may only be amended by a special resolution at a general meeting of shareholders.

Annual General Meeting

The notice convening the Annual General Meeting will be published separately and posted on the Company's website. The meeting will be held at Tower Bridge House, St Katharine's Way, London, E1W 1AA on 4 May 2021 at 9am.

Approved by the Board of Directors and signed on its behalf by

Dr Jalal Bagherl

Director

3 March 2021

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governance Corporate

Corporate governance

Dialog Semiconductor Plc

Corporate governance statement

The Board of Dialog Semiconductor is committed to maintaining high corporate governance standards to protect the interests of all stakeholders.

While the UK Code does not apply to Dialog, the Company has always had regard for UK corporate governance best practice. In line with our commitment to maintaining high standards of corporate governance and oversight, the Board will follow the UK Code to the extent it considers it beneficial to the good governance of the Company.

Board of Directors - role and responsibilities

The Board has overall responsibility for the leadership, control and oversight of the Company. The Board is responsible for establishing the Company's purpose, values and strategy, promoting its culture, overseeing its conduct and affairs, and for promoting the success of the Company for the benefit of its members and stakeholders. It recognises that it has a wider duty to a broad community of stakeholders whose support is essential, and that the business has impact on colleagues, customers, shareholders, suppliers and the communities in which it operates. Page 28 of the Annual Report highlights how the Board has sought to effectively consider and engage with our shareholders and other stakeholders, including suppliers, customers, communities, employees and regulatory bodies.

The day-to-day responsibility for the management of the Company has been delegated by the Board to the Chief Executive Officer ("CEO"), who is accountable to the Board. The CEO executes this authority through an executive management team outlined on pages 88 and 89 of this report.

In addition, a number of responsibilities of the Board are delegated to committees of the Board; details of which are set out below.

Matters reserved for the Board

While the Board has delegated day-to-day responsibility for the management of the Company to the CEO, certain matters are formally reserved for the Board. The Board has overall responsibility for: Company

Chairman

Mr Rich Beyer is Chairman of the Board. Rich was appointed to the Board in February 2013 and as Chairman in July 2013.

Upon appointment, he was determined by the Board to be independent. The Chairman is responsible for the effective working of the Board and oversight of management while the CEO, together with the executive management team, is responsible for

the day-to-day running of the Company. The functions of Chairman and CEO are not combined and the responsibilities of both roles are clearly divided.

The Chairman, CEO and the Company Secretary work together in planning a forward programme of Board meetings and meeting agendas. As part of this process the Chairman ensures that the Board is supplied, in a timely manner, with information in a form and of a quality to enable it to discharge its duties. The Chairman encourages openness, debate and challenge at Board meetings. The Chairman holds a number of other directorships and the Board considers that these do not interfere with the discharge of his duties to the Company. The Chairman is available to meet shareholders on request.

Board composition

The Board currently comprises eight Directors who are listed below.

The Board of Directors comprises a mix of the skills, knowledge and experience required to provide leadership, control and oversight of the management of Dialog and to contribute to the development and implementation of the Company's strategy. In particular, the Board combines a group of Directors with diverse backgrounds within the technology sector, in both public and private companies, which combine to provide the Board with a rich resource and expertise to drive the continuing development of Dialog and advance

the Company's commercial objectives. The Board also combines a number of longer serving Directors with Directors who have joined the Board more recently. This combination provides the Board with a fresh perspective while ensuring there is continuity and experience from Directors

who have served during a period of rapid growth and development for the business. In addition, the geographic background of the Board is diverse and includes Directors who have international work experience. Director biographies are set out on pages 86 and 87.

Board refreshment and renewal

The Board is committed to a policy of ongoing Board refreshment and renewal. The Nomination Committee continually reviews the composition and diversity, including gender and ethnic diversity, of the Board and the skills and experience of each of the Directors. The relevant skills and experience of each Director are set out under individual biographies, which are detailed on pages 86 and 87.

Following the retirement of Aidan Hughes and appointment of Joanne Curin to the Board in 2019, there were no changes during the course of 2020. The Board has 25% female membership. The Board also recognises that the Parker review sets a target of at least one Director of colour on the Board and the current Board meets this target.

Subject to approval at the Annual General Meeting by shareholders, Directors are appointed for a term of three years.

Any Director who has been on the Board for more than nine years is subject to annual re-election. The standard terms of the letter of appointment of non-executive Directors are available, on request, at the Annual General Meeting of shareholders. Directors seeking re-election are subject to a performance appraisal, which is overseen by the Nomination Committee. In accordance with its Articles of Association a third of Directors stand for re-election at each Annual General Meeting.

Board size

At the end of 2020, the Board comprised eight Directors. A maximum of ten Directors is allowable under Dialog's Articles of Association. The eight members of the Dialog Board include the Chairman, one Executive Director and six independent, non-executive Directors. The Nomination

objectives, strategy, annual budgets, risk management, sustainability, acquisitions or major capital projects, remuneration policy, and Corporate Governance. It defines the roles and responsibilities of the Chairman, CEO, other Directors and the Board Committees. In addition, the Board approves the quarterly financial statements and reviews the Company's systems of internal control. It approves all resolutions and related documentation put before shareholders at general meetings.

Concurrent

Director

Status

Independent/non-independent

Tenure (years)

tenure* (years)

Rich Beyer

Current

(Chairman)

7

7

Dr Jalal Bagherli

Current

Non-independent (Executive)

15

N/A

Alan Campbell

Current

Independent

5

5

Mike Cannon

Current

Independent

7

7

Mary Chan

Current

Independent

4

4

Joanne Curin

Current

Independent

1

1

Nick Jeffery

Current

Independent

4

4

Eamonn O'Hare

Current

Independent

6

6

  • Note: Concurrent tenure means tenure on the Board concurrently with the Company's CEO.

92

Annual report and accounts 2020

Committee has reviewed the size and performance of the Board during the year. The Committee considered that the Board functions effectively; comprises the skills, knowledge and experience required by Dialog; is not so large as to be unwieldy; and meets corporate governance best-practice guidelines on independence.

Board independence

Corporate governance best practice states that at least half the Board, excluding the Chairman, should comprise non-executive Directors determined by the Board to

be independent.

The Board has determined that Alan Campbell, Mike Cannon, Mary Chan, Joanne Curin, Eamonn O'Hare, and Nick Jeffery are independent. The Chairman, Rich Beyer, was independent on his appointment to the Board. The Company's Chief Executive Officer, Dr Jalal Bagherli, is the only Executive Director on the Board. Excluding the Chairman, the Board currently comprises six independent non-executive and one Executive Director and is, therefore, compliant with provision 11 of the UK Code that at least half the Board, excluding the Chairman, should comprise Directors determined by the Board to be independent.

At the time of the appointment of Alan Campbell, the Board considered the prior working relationship between Rich Beyer and Alan Campbell who both served at Freescale. Rich Beyer joined Freescale in March 2008 and held the position of Chairman and CEO through to June 2012. During this period, Alan Campbell held the position of Chief Financial Officer of Freescale reporting to Rich. The Board noted the three-year cooling off period between this prior working relationship and Alan's appointment to the Dialog Board. Having carefully considered all the factors, the Board concluded that Alan Campbell is wholly independent.

Senior Independent Director

Having carefully considered the position and role of the SID, and the fact that Rich Beyer is a Chairman who was wholly independent on appointment, the Board does not believe there is a necessity to appoint a SID at this time. Comparable to the role of a SID at other companies, Rich Beyer is available to shareholders who have concerns for which contact through the normal channel of CEO has failed to resolve or is inappropriate. Furthermore, any concerns regarding the performance of the Chairman may be addressed to and will be managed by the Chair of the Nomination Committee.

Board Committees

The Board has established a number of Committees to assist in the execution of its responsibilities. During 2020, these were: Audit Committee, Nomination Committee and Remuneration Committee. Ad hoc committees are formed from time to time to deal with specific matters.

The composition of the Board Committees, as at 3 March 2021, is set out below. Attendance at meetings held in 2020 is set out in the table on page 94.

Each of the permanent Board Committees has terms of reference under which authority is delegated to them by the Board. These terms of reference are available on the Company's website. The Chairman

of each Committee attends the Annual General Meeting and is available to answer shareholder questions. The reports of each of the Board Committees are set out on pages 96 and 97.

Committee members

Audit Committee

Alan Campbell (Chair)

Joanne Curin

Eamonn O'Hare

100% independent (3 of 3)

Nomination Committee

Nick Jeffery (Chair)

Mike Cannon

Mary Chan

100% independent (3 of 3)

Remuneration Committee

Mary Chan (Chair)

Mike Cannon

Nick Jeffery

100% independent (3 of 3)

Alan Campbell, Chair of the Audit

Committee, Nick Jeffery, Chair of the

Nomination Committee and Mary Chan,

Chair of the Remuneration Committee, are

also available to shareholders should they

have specific concerns or issues relevant to

Corporate

their respective committees.

Company Secretary

All Directors have access to the advice and

governance

services of the Company Secretary, who

is responsible to the Board for ensuring

that Board procedures are complied with.

The Company Secretary seeks to ensure

that the Board members receive appropriate

induction and ongoing training and

development to enable them to discharge

their duties. The Company Secretary is also

responsible for advising the Board on all

Corporate Governance matters.

The appointment and removal of the

Company Secretary is a matter for

the Board.

Tim Anderson of Reynolds Porter

Chamberlain LLP is the Company Secretary

and has served in this role for over 20 years.

In November 2020, Nick Jeffery,

our designated Director to oversee

employee engagement, held virtual

roundtables with employees based in

the US, Austria and Taiwan.

During the virtual meetings, employees

had an opportunity to share their views

and experiences on how the Company

was navigating lockdown restrictions as

well as the level of support received, and

the regular updates on how the business

was managing the evolving situation

through the year. Company strategy

was also discussed during these

virtual meetings, and in particular, how

employees experienced the efforts to

diversify our business and its implications

on resourcing. Finally, there was an open

discussion on other relevant topics, such

as the challenges of working from home,

working in international teams spread

over different time zones, and the benefits

of the open and collaborative culture of

the Company.

93

Corporate governance

Dialog Semiconductor Plc

Corporate governance statement continued

Board meetings

The Board holds at least four Board meetings each year. The Board may meet more frequently as required. In addition, there are ad hoc Board calls through the year and when necessary. The number of meetings of Board sub-committees each year varies by Committee. There were five Board meetings in 2020. The attendance at Board and Committee meetings by the Directors who held office in 2020 is set out above. The Board places considerable importance on attendance at both scheduled Board and Committee meetings. During the year, no Director attended less

Director

Board

Audit

Remuneration

Nomination

Number of meetings in 2020

5

4

4

4

Meetings attended

Richard Beyer

5

Dr Jalal Bagherli

4

Alan Campbell

5

4

Michael Cannon

5

4

4

Mary Chan

5

4

3

Joanne Curin

5

4

Nick Jeffery

5

4

4

Eamonn O'Hare

5

4

than 75% of scheduled Board or Board Committee meetings to which they were entitled to attend. At scheduled Board meetings, the Board also meets without the Executive Director present.

In addition, the non-executive Directors meet annually to review the performance of the Chairman. This is an annual process and occurred in February 2020.

The 2021 review will be held during the course of the calendar year.

Director induction and continuing development

Following appointment to the Board, new Directors are provided with induction materials and are briefed on the Company, its structure, strategy, technologies, operations, corporate governance practice, and their duties and responsibilities as a Director. The induction is usually conducted at a Dialog office, with a full day of meetings with Executives and employees.

Briefings for all non-executive Directors are held with the executive management at Board meetings. Throughout the year, Directors are also provided with detailed briefing materials on the performance of the Company and market analysis on the performance of, and prospects for, the business.

Director training and development

The Board is committed to a programme of periodic training and development of its Directors. As part of this process, at least one Board meeting is held at the location of one of the Company's international offices each year. Since March 2020, all travel plans were cancelled, after which Board meetings took place remotely. At the October 2020 Board meeting, our Sustainability consultants delivered a session on the ESG landscape, including stakeholders' increasing climate change requirements.

Performance evaluation

The Board recognises the importance of continuing evaluation of the performance of the Board and its Committees and a review of the operation and performance of the Board and its Committees is undertaken annually. Such a review is normally conducted internally. However, in line with best practice, every three years there is an externally facilitated review.

In 2020, consistent with this best practice, the Board engaged an independent third party to conduct an evaluation.

The evaluation in 2020 was conducted by Equity Communications Ltd, a company which has no other connection with Dialog.

The findings of the evaluation were presented to the Board in February 2021. The Board will consider a further third-party Board evaluation process in 2023.

External non-executive directorships

The Board believes that a broadening of the skills, knowledge and experience of non-executive Directors is of benefit to the Company. As such, the Company welcomes the participation of the non-executives on the Boards of other companies. To avoid potential conflicts of interest, and to ensure non-executive Directors continue

to have sufficient time to discharge their responsibilities, non-executive Directors inform the Chairman of the Nomination Committee before taking up any external appointments. Details of the non-executive positions of each Director are set out under individual biographies, which are detailed on pages 86 and 87.

The Board has not established a hard guideline on the number of other executive or non-executive positions that a Director should hold but recognises the guidelines set out by a number of proxy advisers and other influential governance bodies.

Directors' fees

In 2020, due to the uncertainty brought in by the pandemic, NED fees remained unchanged. The annual fee for non-executive Directors, was £170,000. The annual fee

for the Chairman was £235,000. The Chair of the Audit Committee, the Nomination Committee and the Remuneration Committee received an additional fee of £20,000, £6,000 and £16,000 respectively for their role on that Committee.

The other Committee members receive an additional fee for serving on those Committees as set out on page 112. Details of the activities of these Committees during 2020 are set out on pages 96 and 97.

Directors' fees were paid in cash and shares. Non-executive Directors are not eligible to participate in the Company's bonus or share award schemes.

None of the remuneration of the non- executive Directors is performance related. Non-executive Directors' fees are not pensionable and non-executive Directors are not eligible to join any Company pension plans. Non-executive Directors are reimbursed for their reasonable travel and accommodation expenses incurred in connection with attending meetings of the Board or related committees.

The compensation of the Executive Director comprises a base salary and variable components. Variable compensation includes an annual bonus linked to, and dependent on, certain business targets as well as long-term incentives. The Executive Director's remuneration is inclusive of any Director's fee. Further details are set out in the Directors' remuneration report which begins on page 98.

94

Annual report and accounts 2020

Political donations and expenditure

The Company did not make any political donations or incur any political expenditure during the year ended 31 December 2020. Dialog has a policy of not making donations to political organisations or independent election candidates or incurring political expenditure anywhere in the world as defined in the Political Parties, Elections and

Referendums Act 2000.

Share ownership and dealing

Details of Directors' shareholdings are set out on page 109. The Company has a policy on dealing in shares that applies to all Directors and senior management. Under this policy, Directors are required to obtain clearance from the Chief Executive Officer (or in the case of the Chief Executive Officer himself, from the Chairman) before dealing.

Directors and senior management are prohibited from dealing in the Company's shares during designated close periods and at any other time when the individual is in possession of Inside Information as defined by Article 7 of Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 ("MAR"). Transactions in securities of the Company's own shares carried out by members of the Board of Directors and of their family members will be reported within three business days and published without delay, if the total value of such transactions in any one year exceeds €5,000, pursuant to and in accordance with Article 19 of MAR.

Loans to Directors or senior executives

The Company will not provide or guarantee any loans to Directors or senior executives.

Relations with shareholders

The Company is committed to ongoing and active communication with its shareholders. Dialog has a Head of Investor Relations who manages communication between the Company, its shareholders and the broader financial community. The Company also retains independent advisers in the UK and Germany to help manage communication with both English and German speaking shareholders. Dialog prepares annual and quarterly consolidated financial statements in accordance with IFRS as adopted by the EU, and IFRS issued by the IASB.

The Company maintains an investor relations section on its website: dialog-semiconductor.com/investor-relations. This contains copies of investor presentations and annual reports as well as providing other financial statements and corporate press releases.

There are regular discussions between Company management and analysts, brokers and institutional shareholders, ensuring that the market is appropriately informed on business activities.

Dialog promptly discloses price sensitive information to all market participants. Notifications are first sent to the Frankfurt Stock Exchange and the Federal Financial Supervisory Authority in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht

  • BaFin) and then published via an electronic information system.

Significant shareholders

The provisions of the UK Disclosure Rules and Transparency Rules ("DTR") require that any person or fund acquiring a direct or indirect interest of 3% or more of a class of shares issued by the Company - with voting rights at the Company's general meeting

  • must inform the Company of its interest within two working days. If the 3% interest is exceeded, the shareholder must inform the Company of any increase or decrease of one percentage point in its interest.

In accordance with DTR 5.1.5 with respect to voting rights attached to shares held by investment managers (on behalf of clients), by scheme operators and ICVCs, the first threshold for disclosure is set at 5%, with the next level set at 10% and every percentage above 10%.

Once Dialog is notified, the Company must then notify BaFin and the Frankfurt Stock Exchange.

Dialog's shares are listed with Clearstream Germany as legal owner. As far as the Company is aware, based on TR-1 notifications received, those holding a significant beneficial interest (i.e. greater than 3%) in the Company as of 31 December

2020 were:

5.33% - Schroders Plc

4.98% - Norges Bank

The free-float includes the following shares held on behalf of discretionary clients as per the share register on 31 December 2020:

Citigroup Global Markets

7,894,008

The Bank of New York Mellon

7,153,571

Chase Nominees LTD

4,614,733

BNP Paribas Securities Services

4,521,032

State Street Bank International

4,051,421

As of 18 February 2021, the Company was aware of the following holdings:

The Bank of New York Mellon

12,731,437

Citigroup Global Markets

7,955,880

BNP Paribas Securities Services

4,146,133

Chase Nominees LTD

3,422,142

State Street Bank & Trust Corp.

2,984,743

Dialog's free-float at 31 December 2020 was 67,638,578 or 94.9% of the outstanding shares. The free-float is calculated by excluding the 3,630,109 shares held in

the Dialog Semiconductor Plc Employee Benefit Trust.

Internal control and risk management

In accordance with the EU Transparency Directive (DTR 7.2.5), the Board of Directors (following review and recommendation by the Audit Committee) acknowledge that they are responsible for the Company's process of internal control and risk management. Such processes are designed to manage rather than eliminate the risk of failure

and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board ensures, to the extent possible, that the system of internal procedures and controls is appropriate to the nature and scale of the Company's activities and that appropriate processes and controls are in place to effectively manage and mitigate strategic, operational, financial and other risks facing the Company.

A detailed list of risks and their management is set out on pages 76 to 83.

The Company has an ongoing process of identifying, evaluating and managing risk. The process was in place during 2020 and up to the date of the approval of the 2020 Annual report and financial statements. The Board and Audit Committee can confirm that necessary actions are being undertaken to remedy any perceived failings or weakness identified from these ongoing process reviews.

governance Corporate

95

Corporate governance

Dialog Semiconductor Plc

Corporate governance statement continued

Audit Committee

The Board of Directors has established an Audit Committee and has delegated authority to the Committee to consider and report to the Board on the Company's financial reporting, internal control and risk management procedures, and the work of the internal and external auditors.

During 2020, the Audit Committee comprised only independent non-executive Directors. Members at the end of 2020 were Alan Campbell (Chairman), Joanne Curin and Eamonn O'Hare.

Dialog's Audit Committee has recent and relevant financial experience. In line with best practice, the Board has affirmed that members of the Audit Committee also have significant expertise in Dialog's business sector. Alan Campbell, Chairman of the Audit Committee, has long standing experience as a CFO in the semiconductor industry. Joanne Curin has experience as Finance Director at a number of large scale global public and private companies. Eamonn O'Hare also has two decades' experience as CFO at some of the

rapid growth consumer and technology businesses. Biographies are set out on pages 86 and 87.

The Audit Committee meets a minimum of four times a year. In 2020, the Committee met four times. Attendance at meetings held is set out in the table on page 94.

The Committee also meets privately with the internal and external auditors and separately with the executive management.

The internal audit function is appropriately resourced with the required skills and experience, and is supported by specialist resources where required. The Director of Internal Audit is accountable to the Audit Committee and meets independently with the Committee Chairman regularly during the year. The Committee approves the internal audit plan and receives a report on internal audit activity at each meeting, and monitors the status of findings or improvement actions.

The Audit Committee's main responsibilities include to:

  • Review and advise the Board on the integrity of the Company's annual and quarterly financial statements, the Annual report, and other formal announcements relating to the Company's financial performance;
  • Review and advise the Board on the effectiveness of the Company's internal controls;
  • Make recommendations on the appointment and remuneration of external auditors and to monitor their performance and independence; and
  • Approve and monitor the policy for non- audit services provided by the external auditors to ensure that the independence and objectivity of the auditors is
    not compromised.

In order to fulfil its duties, the Committee receives sufficient, reliable and

timely information from the Dialog Management Team.

The full terms of reference of the Committee are available on our website under the Corporate Governance section of the Investor Relations section.

Activity in 2020

During the period since the last Annual report to the date of this report, the Audit Committee has:

  • Reviewed the Annual report and accounts - including the report of the external auditor - for the year ended 31 December 2020;
  • Reviewed the interim reports issued in May, August and November 2020;
  • Reviewed and approved the external auditor's audit plan for 2020, including the auditor's proposed fee and statement of independence. Non-audit fees paid to the external auditor in the year were US$0;
  • Reviewed the audit planning, organisation and coordination in light of changes in the audit team including the appointments of new Audit partners in UK and Germany;
  • Received and discussed with the external auditor reports setting out the auditor's findings from each quarterly review and the full year audit;
  • Assessed the effectiveness of the external audit through a combination of:
    1. quarterly private sessions to review interactions with management and the auditors understanding of the Company's business risks and the consequential impact on the financial statements; and
    2. reviewing how the external auditors addressed the findings from the firm-wide audit quality inspection report published by the FRC in the context of the Dialog audit. The Committee is satisfied that the external audit was effective;
  • Considered the appropriateness and disclosure of accounting policies, key judgements and estimates with a focus on the key audit matters: the carrying amount of goodwill and intangible assets; and the review of purchase price allocations for the Adesto acquisition;
  • Reviewed the risk register for updates to key risks and status including the impact of the Coronavirus pandemic on the business;
  • Considered the implications from changes to reporting and regulatory requirements following the end of the Brexit transition period;
  • Approved the annual internal audit plan, received and reviewed internal audit reports and the annual assessment and review of internal controls, and monitored the effective and timely remediation of any control weaknesses; and
  • Reviewed the Committee's terms of reference.

The Company believes that an effective and robust system of internal control is essential to achieving reliable business performance. The system of internal control is supported by a strong commitment by the Management Team, ongoing monitoring by the Audit Committee and a dedicated internal control function. There continues to be ongoing focus on the internal control over financial reporting using the COSO framework to design relevant and sustainable internal controls and test the operating effectiveness of internal controls.

The Committee is pleased with the progress achieved in 2020 and will continue to monitor the ongoing work in these areas in 2021.

Role of the external auditor

Deloitte were appointed auditors in 2015 and their appointment was subsequently confirmed at the 2016 Annual General Meeting. The Company, through the Audit Committee, has a policy of annual review of the external auditors. The audit engagement partner is rotated every five years and the audit is put out to tender at least every

ten years.

96

Annual report and accounts 2020

Prior to the Audit Committee proposing the appointment or reappointment of the external auditor, the proposed auditor provides details of any professional, financial and other relationship which may exist between the auditor and the Company that could call its independence into question. This includes the extent to which other (non-audit) services were performed for the Company in the past year or which are contracted for the following year.

The external auditor has committed to informing the Chairman of the Audit Committee of any grounds for disqualification or impartiality of the auditor occurring during the audit, unless such grounds

are eliminated.

The external auditor has committed to report to the Audit Committee, without delay, on all facts and events of importance that should be brought to the attention

of the Board of Directors, which come to light during the performance of the audit, including the Company's financial performance. The external auditor takes part in Audit Committee meetings on the annual consolidated financial statements and reports on the essential results of its audit.

A resolution to reappoint Deloitte as auditor of the Group will be put to shareholders at the forthcoming AGM.

External auditor and non-audit work

The Company has a policy in place governing the conduct of non-audit work by the external auditor. Under this policy the auditor is prohibited from performing services where the auditor:

  • May be required to audit his/her own work;
  • Would participate in activities that would normally be undertaken by management;
  • Is remunerated through a "success fee" structure; and
  • Acts in an advocacy role for the Company.

Other than the above, the Company does not impose an automatic ban on the external auditor undertaking non-audit work. The external auditor is permitted to provide non-audit services that are not, or are not perceived to be, in conflict with auditor independence, provided it has the skill, competence and integrity to carry out the work and that such work does not conflict with regulations.

Details of the amounts paid to the external auditor during the year for audit and other services are set out in note 7 to the consolidated financial statements. In line with best practice, the Audit Committee will ensure that, for the year ended 31 December 2021, non-audit fees paid to the Company's auditor will be capped at a maximum of

70% of the average audit fees paid in the preceding three financial years.

Nomination Committee

The Board of Directors has established a Nomination Committee to review Board structure, size and composition and make recommendations to the Board, and to identify and nominate Board candidates for approval by the Board. The Committee is responsible for succession planning for Directors, including the development of a diverse pipeline of candidates, and ensuring there are appropriate succession plans in place for all key executive positions within the Company to minimise "key-man" risk.

The full terms of reference of the Committee are available on our website under the Corporate Governance section of the Investor Relations section.

At the end of 2020, the Nomination Committee comprised Nick Jeffery (Chair), Mary Chan and Mike Cannon.

The Committee comprises only independent non-executive Directors. By invitation, other members of the Board may attend the Committee's meetings. The Committee

is free to seek its own advice free from management as it deems appropriate.

During the year, the Committee met formally on four occasions. Attendance at scheduled meetings is set out on page 94.

Activity in 2020

The key activities of the Nomination Committee during the year were to:

  • Review the composition and diversity of the Board to ensure the Directors have the skills, expertise and experience to effectively oversee the implementation of the Group's stated strategy;
  • Reviewing the Company's response to the Covid-19 pandemic in relation to the impact on the Company's employees;
  • Review succession arrangements for all key executive positions; and
  • Reviewing and approving an executive development programme to, in part, assist with executive succession.

Remuneration Committee

The Board of Directors has established a Remuneration Committee to review and make recommendations to the Board in respect of the salaries and incentive compensation of the officers of the

Company and its subsidiaries, and provide

Corporate

recommendations to the Management

Team for other employees and consultants

as appropriate.

governance

Chair in July 2020, Nick Jeffery and Mike

At the end of 2020, the Remuneration

Committee comprised Mary Chan

(Chair), succeeding Mike Cannon as

Cannon. The Committee comprised only

independent non-executive Directors.

By invitation, other members of the Board

may attend the Committee's meetings.

The CEO and the Senior Vice President,

Human Resources, may also attend by

invitation but take no part in discussions or

decisions on matters relating to their own

remuneration. The Committee is free to seek

its own advice free from management as it

deems appropriate.

During the year, the Committee sought

and received general advice relating to

remuneration from independent advisers.

During 2020, the incumbent advisers,

Aon Plc. ceased providing executive

remuneration adviser services. Alvarez &

Marsal were appointed as independent

advisers from 1 June 2020. Alvarez &

Marsal is a signatory to the Remuneration

Consultants Group Code of Conduct and

any advice was provided in accordance

with this code. Alvarez & Marsal provided

no other services to Dialog during 2020 and

has no other connection with the Company

other than as adviser on issues relating

to remuneration.

In 2020, the Committee met formally on

four occasions. Attendance at scheduled

meetings is set out on page 94.

The full terms of reference of the Committee

are available on our website under the

Corporate governance section of the Investor

Relations section.

A detailed report on the work of the

Remuneration Committee during 2020,

is set out on page 113.

Tim Anderson

Company Secretary

97

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Dialog Semiconductor plc published this content on 26 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 14:20:04 UTC.