Leading through innovation Shareholder Circular incorporating Notice of General Meeting 19 November 2015 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate inde- pendent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. If you sell or have sold or otherwise transferred all of your Dialog Shares, please forward this document, but not the accompanying personalised Reply Form, as soon as possible to the purchaser or transferee, or to the bank, stock- broker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you sell or have sold or other- wise transferred only part of your holding of Dialog Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. This document should be read as a whole. Your attention is drawn to this letter from Richard Beyer, the Chairman of Dialog Semiconductor Plc, which is set out in Part I (Letter from the Chairman) of this document in which the Board of Dialog Semiconductor Plc unanimously recommends that you vote in favour of the Resolution to be proposed at the Dialog General Meeting referred to below. Your attention is also drawn to the risk factors which are set out in Part II (Risk Factors) of this document. You should read this document in its entirety and consider whether to vote in favour of the Resolution in light of the information contained in this document. Capitalised terms contained in this document have the meanings set out in Part IX (Definitions and Glossary) of this document. This document is a circular and is not a prospectus. In connection with the issue and application for trading of the New Dialog Shares, a prospectus relating to Dialog will be prepared in accordance with the Prospectus Rules of the FCA made under section 73A of the FSMA, submitted for approval by the FCA in accordance with section 87A of the FSMA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules in due course. Applica- tion will be made for the New Dialog Shares to be admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange and the sub-segment thereof with additional post-admission obligations (Prime Standard). I DIALOG SEMICONDUCTOR PLC Registered in England and Wales with registered number 3505161 Proposed issue of New Dialog Shares in connection with the proposed acquisition of Atmel Corporation and Notice of General Meeting Notice of a General Meeting of Dialog Semiconductor Plc, to be held at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine’s Way, London E1W 1AA, United Kingdom at 12.00 noon GMT (1.00 p.m. (CET)) on 19 November 2015, is set out at the end of this document. Whether or not you intend to attend the Dialog General Meeting in person, please complete, sign and return the enclosed Reply Form in accordance with the Important Notes accompanying it. Reply Forms should be returned to Dialog Semiconductor Plc c/o Art of Conference – Martina Zawadzki, Böblinger Str. 26, D-70178 Stuttgart, Germany or by fax to +49(0) 711 4709-713 or by email to [email protected], as soon as possible but, in any event, so as to arrive no later than 12.00 noon GMT (1.00 p.m. (CET)) on 17 November 2015. Completion and return of a Reply Form appointing a proxy will not prevent members from attending and voting in person should they wish to do so. A summary of the actions to be taken by Dialog Shareholders is set out on page 10 of this document and in the Notice of General Meeting set out at the end of this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time. Morgan Stanley is acting exclusively for Dialog Semiconductor Plc as financial adviser and for no one else in connection with the Transaction and other matters described herein and will not be responsible to anyone other than Dialog Semiconductor Plc for providing protections afforded to clients of Morgan Stanley, nor for providing advice to any other person in relation to the Transaction, the contents of this document or any other matter referred to herein. Morgan Stanley assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by Dialog Semiconductor Plc or on Dialog Semiconductor Plc’s behalf or by Morgan Stanley or on Morgan Stanley’s behalf and nothing contained in this document is, or shall be relied on as, a promise or representation in this respect, whether as to the past or the future, in connection with Dialog Semiconductor Plc or the Transaction. Morgan Stanley accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this document or any such statement. The contents of this document are not to be construed as legal, business or tax advice. Investors should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. No profit forecasts or estimates No statement in this document is intended as a profit forecast or estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for Dialog or Atmel, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Dialog or Atmel, as appropriate. Additional information and where to find it This communication may be deemed to be solicitation material in respect of the Transaction involving Dialog and Atmel. In connection with the Transaction, Dialog will file with the SEC a Registration Statement on Form F-4 (the “Registration Statement”) containing the Proxy Statement/Prospectus. Each of Dialog and Atmel intends to file other documents with the SEC regarding the Transaction. The definitive Proxy Statement/Prospectus will be mailed to Atmel Shareholders and will contain important information about the Transaction and related matters. Dialog Shareholders and Atmel Shareholders are advised to read carefully the formal documentation in relation to the Transaction once it has been dispatched. The proposals for the Transaction will, in respect of Dialog Shareholders, be made solely through this document, and, in respect of Atmel Shareholders, be made solely through the Proxy Statement/Prospectus. This document contains, and the final Proxy Statement/Prospectus will contain, the full terms and conditions of the way in which the Transaction will be implemented, including details of how to vote with respect to the implementation of the Transaction. Any acceptance or other response to the proposals should be made only on the basis of the information in respect of the Dialog Shareholders, in this document, or, in respect of Atmel Shareholders, in the Proxy Statement/Prospectus. BEFORE MAKING AN INVESTMENT OR VOTING DECISION, WE URGE INVESTORS OF DIALOG TO READ CAREFULLY THIS DOCUMENT AND INVESTORS OF ATMEL TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT (INCLUDING IN EACH CASE ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT DIALOG OR ATMEL WILL FILE WITH THE UKLA OR SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. II This communication comprises an advertisement for the purposes of paragraph 3.3R of the Prospectus Rules made under Part VI of the FSMA and not a prospectus. As referred to above, the prospectus in connection with the admission of Dialog Shares to the Regulated Market of, and to trading on, the Frankfurt Stock Exchange (the “UK Prospectus”) will be published at a later date. Copies of this document and the UK Prospectus will, from the date of posting to Dialog Shareholders, be filed with the UK Listing Authority and submitted to the National Storage Mechanism and available for inspection at www.Hemscott.com/nsm.do and available for inspection by Dialog Shareholders at the registered office of Dialog Semiconductor Plc, Tower Bridge House, St. Katharine’s Way, London E1W 1AA, United Kingdom, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and in the Investor Relations section of Dialog’s website at www.dialog-semiconductor.com. Investors may obtain, free of charge, copies of the Proxy Statement/Prospectus and Registration Statement, and any other documents filed by Atmel and Dialog with the SEC in connection with the Transaction at the SEC’s website at www.sec.gov. Investors may obtain, free of charge, copies of the Proxy Statement/ Prospectus and any other documents filed by Atmel with the SEC in connection with the Transaction in the “Investors” section of Atmel’s website at www.