Dialog Semiconductor : Results of Meeting Announcement 09.04.21

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

9 April 2021

Recommended Cash Offer

for

Dialog Semiconductor Plc ("Dialog")

by

Renesas Electronics Corporation ("Renesas")

Results of Court Meeting and Dialog General Meeting

Dialog is pleased to announce that at the Court Meeting and the Dialog General Meeting of Dialog Shareholders held earlier today in connection with the recommended cash offer to be made by Renesas for the entire issued and to be issued share capital of Dialog (the "Offer") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), all the resolutions proposed were duly passed.

At the Court Meeting, a majority in number of Dialog Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.

At the Dialog General Meeting, the Special Resolution to approve the Scheme and provide for its implementation was also passed by the requisite majority.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

					No. of
					Scheme
					Shares voted
					as a % of the
					Scheme
					Shares
			No. of	% of no. of	eligible to be
Results of	No. of		Scheme	Scheme	voted at the
Court	Scheme	% of Scheme	Shareholders	Shareholders	Court
Meeting	Shares voted	Shares voted	who voted	who voted	Meeting
For	27,519,193	99.87%	2	100%	38.61%
Against	35,312	0.13%	1	50%	0.05%
Total	27,554,505	100%	2	100%	38.66%

Notes: Percentages rounded to nearest two decimal places. Due to Dialog's listing on the Frankfurt Stock Exchange, all Scheme Shares are held by or on behalf of Clearstream Banking AG ("Clearstream"), who in turn holds them for the benefit of the underlying holders of Clearstream interests ("CI Holders") who trade and settle such interests through the Cascade electronic clearing and settlement system operated by Clearstream. Of a total number of 12,875 CI Holders at the voting record time for the Court Meeting, 822 gave instructions to approve the Scheme and 42 gave instructions to vote against the Scheme.

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GENERAL MEETING

The voting on the Special Resolution to approve and provide for implementation of the Scheme was taken on a poll and the results were as follows:

	For	Against	Total	Withheld
Special	No. of	% of votes	No. of	% of votes	No. of	No. of
Resolution	votes		votes		votes	votes
Approval of	27,130,907	99.87%	34,362	0.13%	27,165,269	82,468
Scheme
implementa
tion and
amendment
to Articles
of
Association

Notes: Percentages rounded to nearest two decimal places. For votes include discretionary votes. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the Special Resolution.

Completion of the acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including (but not limited to) certain competition and regulatory approvals (including in, inter alia, Germany, the People's Republic of China, Taiwan and the United States) as well as the Court sanctioning the Scheme at the Court Sanction Hearing. Dialog will give adequate notice of the date and time of the Court Sanction Hearing, once known, by issuing an announcement through a Regulatory Information Service. The Scheme is expected to become effective in the second half of 2021.

The expected timetable of principal events for implementation of the Scheme remains as set out on page 12 of the Scheme Document.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 8 March 2021.

All references to times in this announcement are to London time, unless otherwise stated.

Enquiries:
Dialog
Mark Tyndall	[phone]
Jose Cano	[phone]
J.P. Morgan Cazenove
(Financial adviser and corporate broker to Dialog)
Bill Hutchings, James Robinson	[phone]
Qatalyst Partners
(Financial adviser to Dialog)
Jason DiLullo, Peter Spofforth	[phone]
FTI Consulting
(PR adviser to Dialog)
Matt Dixon, Rob Mindell	+ 44 (0) 203 727 1000
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Important Notices

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, ("J.P. Morgan Cazenove") and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively as financial adviser to Dialog and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and shall not be responsible to anyone other than Dialog for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in connection with the Acquisition or any matter referred to herein.

Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Dialog and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and shall not be responsible to anyone other than Dialog for providing the protections afforded to clients of Qatalyst Partners or for providing advice in connection with the Acquisition or any matter referred to herein.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this announcement, you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement will not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

No person has been authorised to make any representations on behalf of Dialog or Renesas concerning the Acquisition which are inconsistent with the statements contained in this announcement and any such representations, if made, may not be relied upon as having been so authorised.

Overseas Shareholders

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR WILL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Restricted Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or Germany may be restricted by the laws and regulations of those jurisdictions and therefore any persons who are not resident in the United Kingdom or Germany should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Germany to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located. To the fullest extent permitted by applicable law, the companies and other persons involved in the Acquisition disclaim any responsibility or liability for any violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with applicable laws in England and Wales and will be subject to the applicable requirements of the Takeover Code and the Takeover Panel. The information disclosed may not be the same as that which would have

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been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Unless otherwise determined by Renesas or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Dialog Shareholders in that jurisdiction ("Restricted Jurisdiction"), if to do so would constitute a violation of law in that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Acquisition or the Scheme are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition or the Scheme (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from Restricted Jurisdictions, where to do so would violate the laws and regulations in that jurisdiction.

Additional information for US investors in Dialog

The Acquisition relates to shares in an English company and is proposed to be made by means of a scheme of arrangement under company law of England and Wales. US holders of Dialog Shares should note that the Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 of the US Securities Exchange Act of 1934 (the "US Exchange Act") and will be governed by the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Acquisition and the Scheme. Moreover, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.

Financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US GAAP. If Renesas were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Renesas and no one else.

Neither the US SEC nor any securities commission of any state of the United States nor any other US regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Renesas or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Dialog outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e- 5(b) of the US Exchange Act, J.P. Morgan Cazenove will continue to act as a connected exempt principal trader in Dialog Shares on the Frankfurt Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either via the stock market at

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prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in Germany.

The receipt of consideration by a US holder for the transfer of its Dialog Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and may be a taxable transaction under applicable US state and local, as well as foreign and other, tax laws. Each Dialog Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US holders of Dialog Shares to enforce their rights and any claim arising out of the US federal securities laws, since Dialog and Renesas are each located primarily in a non- US jurisdiction, and some or all of their officers and directors are residents of non-US jurisdictions. US holders of Dialog Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non- US company and its affiliates to subject themselves to a US court's judgement.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Dialog or Renesas except where otherwise stated.

Cautionary note regarding forward-looking statements

This announcement may contain certain statements that are, or may be deemed to be, forward- looking statements with respect to the financial condition, results of operations and business of Dialog and/or Renesas and/or the Combined Group and certain plans and objectives of Dialog and/or Renesas and/or the Combined Group with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as 'anticipate', 'target', 'continue', 'estimate', 'expect', ''forecast', 'intend', 'may', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'could', 'project', 'should', 'will' or other words of similar meaning. These statements are based on assumptions and assessments made by Dialog and/or Renesas (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will provide to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Dialog nor Renesas undertakes any obligation to update or revise any forward-looking statement as a

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