UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2005
DIALOG SEMICONDUCTOR PLC
(Translation of registrant's name into English)
Neue Strasse 95, D-73230 Kirchheim/Teck-Nabern, Germany
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form-20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_________.)
TABLE OF CONTENTS
Press Release of Dialog Semiconductor Plc dated April 7, 2005: "Notice of Annual
General Meeting"
Dialog Semiconductor Plc
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that a General Meeting of Dialog Semiconductor Plc will
be held at Chichester House, 278-282 High Holborn, London WC1V 7HA on Wednesday
11th May 2005 at 9.00 a.m. for the purpose of transacting the following
business:
To consider, and if thought fit, to pass the following Resolutions which will be
proposed as ORDINARY RESOLUTIONS.
RESOLUTION 1 - Receipt of the UK GAAP compliant report and accounts
To receive the Company's UK GAAP compliant audited accounts for the year ended
31st December 2004 together with the last directors' report, the last directors'
remuneration report and the Auditors' report on those accounts and the auditable
part of the remuneration report. The directors do not propose to declare a
dividend.
RESOLUTION 2 - Directors' Remuneration Report
THAT the directors' remuneration report and the remuneration policy set out in
the UK GAAP compliant audited accounts of the Company for the year ended 31st
December 2004 be and they are hereby approved.
RESOLUTION 3 - Receipt of the US GAAP compliant report and accounts
To receive the Company's US GAAP consolidated financial statements for the year
ended 31st December 2004 together with the Auditors' report on those financial
statements.
RESOLUTION 4 - Reappointment of the Auditors
THAT KPMG LLP be and are hereby reappointed Auditors of the Company to hold
office until the next Annual General Meeting at which accounts are laid before
the Company.
RESOLUTION 5 - Authority to agree the Auditors' remuneration
THAT the Directors be and they are hereby authorised to agree the remuneration
of the Auditors.
RESOLUTION 6 - Re-election of Tim Anderson as Director of the Company
THAT Tim Anderson retiring pursuant to Article 82 of the Company's Articles of
Association (hereinafter every reference to an "Article" shall mean an Article
of the Company's Articles of Association) be and he is hereby re-elected a
Director of the Company.
RESOLUTION 7 - Re-election of Michael Risman as Director of the Company
THAT Michael Risman retiring pursuant to Article 82 be and he is hereby
re-elected a Director of the Company.
RESOLUTION 8 - Re-election of John McMonigall as Director of the Company
THAT John McMonigall retiring pursuant to Article 82 be and he is hereby
re-elected a Director of the Company.
RESOLUTION 9 - Re-election of Aidan Hughes as Director of the Company
THAT Aidan Hughes retiring pursuant to Article 88 be and he is hereby re-elected
a Director of the Company.
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RESOLUTION 10 - Section 80 Authority to allot shares
THAT the directors be and they are hereby generally and unconditionally
authorised for the purposes of section 80 of the Companies Act 1985 (the "Act")
to exercise all the powers of the Company to allot relevant securities (within
the meaning of that section) up to an aggregate nominal amount of
(pound)1,500,000 provided that this authority is for a period expiring at the
Company's next Annual General Meeting but the Company may before such expiry
make an offer or agreement which would or might require relevant securities to
be allotted after such expiry and the directors may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred by this
resolution had not expired.
To consider, and if thought fit, to pass the following Resolution which will be
proposed as a SPECIAL RESOLUTION.
RESOLUTION 11 - Disapplication of pre-emption rights
THAT the Directors be and they are hereby empowered pursuant to section 95 of
the Act to allot equity securities for cash pursuant to the authority conferred
by Article 6.1 and resolution 10 above as if section 89(1) of the Act did not
apply to any such allotment, provided that this power shall be limited to the
allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to
holders of ordinary shares in proportion (as nearly as may be
practicable) to their respective holdings of such shares, but subject
to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or any
legal or practical problems under the laws of any territory, or the
requirements of any regulatory body or stock exchange; and
(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate
nominal amount of (pound)220,345
and shall expire on the conclusion of the next Annual General Meeting of the
Company after the passing of this resolution or fifteen months from the date of
this resolution, whichever is earlier, save that the Company may, before such
expiry, make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of any such offer or agreement notwithstanding that the
power conferred hereby has expired and in this resolution the expression "equity
securities" and references to the allotment of equity securities shall bear the
same respective meanings as in section 94 of the Act.
By Order of the Board
Tim Anderson
Secretary
April 2005
Dialog Semiconductor Plc
Chichester House
278-282 High Holborn
London WC1V 7HA
Notes:
A shareholder entitled to attend and vote at the meeting is entitled to appoint
a proxy or more than one proxy to attend and vote instead of him or her. A proxy
need not be a member.
In order to make voting for shareholders easier, Dialog Semiconductor Plc has
appointed an Independent Proxy Agent to exercise shareholders' voting rights
according to their written instructions at the AGM 2005.
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1) Proxy
In order to exercise voting rights by proxy or through the Independent Proxy
Agent, go to http://www.dialog-semiconductor.com/agm2005/ where shareholders
will find further information and the proxy form. In addition to completing the
proxy form shareholders must register for the meeting no later than 48 hours
prior to the meeting. In order to register shareholders must instruct their
depository bank to send their deposit receipt to Clearstream Banking AG, Neue
Borsenstr. 1, D-60487 Frankfurt/Main, Fax: *49 (0)69-211-14447. Shareholders
will then receive an admission ticket to the AGM which they should give to their
proxy.
The Independent Proxy Agent at the AGM will be Martina Zawadzki who may be
contacted by email: dialog@art-of-conference.de.
2) Personal Attendance
Shareholders wishing to attend the AGM should register for the meeting no later
than 48 hours prior to the meeting. In order to register shareholders must
instruct their depository bank to send their deposit receipt to Clearstream
Banking AG, Neue Borsenstr. 1, D-60487 Frankfurt/Main, Fax: *49 (0)69-211-14447.
Shareholders will then receive an admission ticket to the AGM.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIALOG SEMICONDUCTOR PLC
Date April 7, 2005 By:/s/ROLAND PUDELKO
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Roland Pudelko
Executive Director, CEO and President