Notice of AGM

Dialog Semiconductor Plc
                  

DIALOG SEMICONDUCTOR Plc.: Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that a General Meeting of Dialog Semiconductor Plc (the
'Company') will be held at Holborn Gate, 26 Southampton Buildings, London WC2A
1PB on Monday 19th June 2006 at 11.00 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 IFRS compliant report and accounts

To receive the Company's audited accounts for the year ended 31st December 2005
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.

RESOLUTION 2 - Directors' Remuneration Report

THAT the Directors' remuneration report and the remuneration policy set out in
the audited accounts of the Company for the year ended 31st December 2005 be and
they are hereby approved.

RESOLUTION 3 - Reappointment of the Auditors

THAT KPMG LLP be and are hereby reappointed Auditors of the Company to hold
office until the conclusion of the next Annual General Meeting at which accounts
are laid before the Company.

RESOLUTION 4 - Authority to agree the Auditors' remuneration

THAT the Directors be and they are hereby authorised to agree the remuneration
of the Auditors.

RESOLUTION 5 - Re-election of Jan Tufvesson as Director of the Company

THAT Jan Tufvesson retiring pursuant to Article 82 of the Company's Articles of
Association ('Articles') be and is hereby re-elected a Director of the Company.

RESOLUTION 6 - Re-election of Greg Reyes as Director of the Company

THAT Greg Reyes retiring pursuant to Article 82 of the Company's Articles be and
is hereby re-elected a Director of the Company.

RESOLUTION 7 - Re-election of Michael Glover as Director of the Company

THAT Michael Glover retiring pursuant to Article 82 of the Company's Articles be
and is hereby re-elected a Director of the Company.

RESOLUTION 8 - Re-election of Jalal Bagherli as Director of the Company

THAT Jalal Bagherli retiring pursuant to Article 88 of the Company's Articles be
and is hereby re-elected a Director of the Company.

RESOLUTION 9 - Re-election of Peter Weber as Director of the Company

THAT Peter Weber retiring pursuant to Article 88 of the Company's Articles be
and is hereby re-elected a Director of the Company.

RESOLUTION 10 - Dialog Semiconductor Plc 1998 Share Option Scheme

THAT the amendments to the rules of the Dialog Semiconductor Plc Share Option
Scheme adopted by the Company in 1998 ('1998 Share Option Scheme'), summarised
in the explanatory notes to this Notice of Annual General Meeting and any
consequential amendments which the Directors deem necessary or desirable to give
effect to such amendments, be and are hereby approved.

RESOLUTION 11 - Dialog Semiconductor Plc Inland Revenue Approved Company Share
Option Plan

THAT the amendments to the rules of the Dialog Semiconductor Plc Inland Revenue
Approved Company Share Option Plan ('Inland Revenue Share Option Plan'),
summarised in the explanatory notes to this Notice of Annual General Meeting and
any consequential amendments which the Directors deem necessary or desirable to
give effect to such amendments, be and are hereby approved, subject to and
conditional on the approval by HM Revenue and Customs of such amendments and
subject to any such alterations to those amendments that may be required by HM
Revenue and Customs to ensure that the Inland Revenue Share Option Plan
continues to be approved under the Income Tax (Earnings and Pensions) Act 2003.

RESOLUTION 12 - Dialog Semiconductor Plc Non-Executive Directors 2006 Share
Option Scheme

THAT the Dialog Semiconductor Plc Non-Executive Directors 2006 Share Option
Scheme ('Non-Executive Directors 2006 Share Option Scheme') the principal terms
of which are summarised in the explanatory notes to this Notice of Annual
General Meeting be and is hereby approved and that the Directors be and are
hereby authorised to do all acts and things which they may consider necessary or
desirable to carry the Non-Executive Directors 2006 Share Option Scheme into
effect.

RESOLUTION 13 - 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 £1,550,000 for
a period expiring at the conclusion of the Company's next Annual General Meeting
provided that 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 Resolutions which will be
proposed as SPECIAL RESOLUTIONS:

RESOLUTION 14- 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 of the Articles and resolution 13 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) in connection with the allotment of equity securities pursuant to the
Non-Executive Directors 2006 Share Option Scheme up to an aggregate nominal
amount of £50,000; and

(c) otherwise than pursuant to sub-paragraphs (a) or (b) above up to an
aggregate nominal amount of £230,345, and shall expire at 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.

RESOLUTION 15 - Amendment to Article 107 of the Company's Articles of
Association

Subject to the passing in general meeting of Resolution 12 above, that Article
107 of the Company's Articles be deleted and replaced with the following:

'The ordinary remuneration of the Directors who do not hold executive office for
their services (excluding amounts payable under any other provision of these
Articles and excluding the value of any options granted to them pursuant to any
share option scheme approved by ordinary resolution of the Company) shall not
exceed in aggregate £250,000 per annum or such higher amount as the Company may
from time to time by ordinary resolution determine. Subject thereto, each such
Director shall be paid a fee (which shall be deemed to accrue from day to day)
at such rate as may from time to time be determined by the board.'

RESOLUTION 16 - Amendment to Article 151 of the Company's Articles of
Association

That Article 151 be deleted and replaced with the following wording:

'The Company shall indemnify the directors and other officers of the Company in
respect of any proceedings, whether civil or criminal, brought against them by
reason of their being directors or officers of the Company pursuant to, and to
the fullest extent permitted by, the Act.'

By Order of the Board

Tim Anderson
Secretary
May 2006
Dialog Semiconductor Plc
Chichester House
278-282 High Holborn
London WC1V 7HA

Important Notes

Proxy

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 shareholder.

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 2006.

In order to exercise voting rights by proxy or through the Independent Proxy
Agent, go to http://www.dialog-semiconductor.com/agm2006/ 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
Börsenstr. 1, 60487 Frankfurt/Main, Germany, Fax: *49 (0)69/211-14240.
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: [e-mail].

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 Börsenstr. 1, 60487 Frankfurt/Main, Germany, Fax: *49
(0)69/211-14240. Shareholders will then receive an admission ticket to the AGM.

Explanatory Notes

Resolutions

Resolutions 1 to 13 are proposed as ordinary resolutions. To pass these
resolutions more than 50% of the votes cast on each resolution must be in
favour. Resolutions 14 to 16 are proposed as special resolutions. To pass
special resolutions not less than 75% of the votes cast on the resolution must
be in favour.

Resolutions 1 and 2

The Company's IFRS compliant audited accounts for the year ended 31 December
2005 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 are available on the Company's website
http://www.dialog-semiconductor.com/agm2006/. Please note that the Directors do
not propose to declare a dividend.

Resolutions 5 to 7 - Re-election of Directors

Jan Tufvesson, Greg Reyes and Michael Glover are retiring by rotation and
offering themselves for reappointment in accordance with the Company's Articles.

Resolutions 8 and 9 - Re-election of Directors

Jalal Bagherli and Peter Weber are required by the Company's Articles to retire
at the AGM and seek reappointment, as they were appointed to the Board since the
last AGM.

Resolutions 10 and 11- Dialog Semiconductor Plc 1998 Share Option Scheme and
Dialog Semiconductor Plc Inland Revenue Approved Share Option Plan

The Directors of the Company wish to amend the rules of the Company's 1998 Share
Option Scheme and Inland Revenue Share Option Plan so that they better accord
with what the Directors consider to be current market practice and to provide
the Company's employees with a more competitive compensation package.

A summary of the proposed amendments to the two schemes is as follows:

    --  It is proposed that there will be a reduction in the option period from
        ten to seven years for options granted after adoption of the proposed
        amendments ('New Options'). The directors consider that this amendment
        will benefit the Company by reducing the length of the Company's
        liability in respect of New Options;

    --  It is proposed that the period in which Long Options (being those Long
        Options granted after adoption of the proposed amendments) may be
        exercised, will be reduced from five to four years. The Directors
        believe that this will make the existing share option schemes more
        competitive;

    --  It is proposed that a new rule be inserted into both schemes making it
        clear that all New Options will vest (meaning to be exercisable) on a
        monthly, linear basis (it should be noted that currently the options
        vest annually). The Directors consider that monthly vesting will be more
        attractive to employees; and

    --  It is proposed that the Directors may grant options during any
        period which is not a close period.

It should be noted that the proposed amendments to the Company's Inland Revenue
Share Option Plan are subject to and conditional on approval by HM Revenue and
Customs.

Resolution 12 - Dialog Semiconductor Plc Non-Executive Directors 2006 Share
Option Scheme

The Directors of the Company consider it desirable to introduce a new share
option scheme in order to attract and retain Non-Executive Directors of the
calibre required by the Company. The aim of Resolution 12 is to give the
shareholders of the Company the opportunity to approve the Non-Executive
Directors 2006 Share Option Scheme.

The Company is seeking to create an increasingly international board of
executive and non-executive directors to meet the challenges of the markets in
which it operates. The Company is also seeking, at a prudent level, to align an
element of the Board's compensation with value creation in the Company. In order
to achieve this, it is proposed that the overall remuneration package for
non-executive directors should be adjusted to include a stock option scheme. The
scheme would be coupled with a reduction in fixed cash compensation. In due
course the cash compensation levels may increase but will remain within the
current maximum set out in the Articles of £250,000 per year in the aggregate
for all non-executive directors unless an increase in this aggregate figure is
approved by the shareholders.

It is intended that there will be an initial grant of 50,000 options to each
existing Non-Executive Director following shareholder approval of the
Non-Executive Directors 2006 Share Option Scheme and to each new Non-Executive
Director on joining the Board ('Initial Grant'). Thereafter 20,000 options will
be granted annually to each Non-Executive Director as soon as practicable
following the AGM ('Annual Grant'). It should be noted that pursuant to the
Articles of Association of the Company the maximum number of Directors at any
one time is ten.

The number of shares over which options can be granted under the Company's 1998
Share Option Scheme and Inland Revenue Share Option Plan for employees, is
limited to 15%, after issue, of the Company's issued share capital from time to
time. It is proposed that options granted pursuant to the Non-Executive
Directors 2006 Share Option Scheme shall be in addition to and not form part of
that 15% limit. However, the Board undertakes that the aggregate number of
employee and Non-Executive Director options granted and unexercised shall not
exceed such 15% limit in the period prior to the 2008 AGM. At the 2008 AGM
approval will be sought from shareholders as to the continuance of the
Non-Executive Directors 2006 Share Option Scheme and, if appropriate, any
increase in the 15% limit. For information, as at 31 December 2005,
approximately 8% of the Company's issued share capital is under option to
employees.

A summary of the rules of the Non-Executive Directors 2006 Share Option Scheme
is as follows:

    --  The Initial Grant of options shall vest in a linear manner, month on
        month, over 4 years. The Annual Grant will vest in a linear manner,
        month on month, over 12 months;

    --  The options will be priced at market price at the date of grant;

    --  The options will be exercisable for 7 years;

    --  Vested options will lapse, if not by then exercised, 6 months after a
        Director has left the Board. No further options shall vest following
        such Director leaving the Board;

    --  If there is a change of control of the Company and the requirement for a
        given Director to serve on the Board is terminated:

        --  50% of any non-vested options in respect of the Initial Grant shall
            accelerate to vesting; and

        --  100% of any non-vested options in respect of any Annual Grant shall
            accelerate to vesting;

    --  On exercise of options, any tax and/or national insurance payable by the
        option holder will be met by the relevant option holder.

Resolution 13 - Section 80 Authority to allot shares

The aim of Resolution 13 is to renew the Directors' authority to issue shares
until the conclusion of the next AGM up to an aggregate nominal value of
£1,550,000 equating to 15,500,000 shares. The nominal amount of relevant
securities to which this authority will relate represents the aggregate of
approximately one third of the issued share capital of the Company together with
a nominal amount of £50,000 equating to 500,000 shares relating to the Initial
Grant of options pursuant to the Non-Executive Directors 2006 Share Option
Scheme. If the Non-Executive Directors 2006 Share Option Scheme is not approved
pursuant to resolution 12 the Directors do not propose a reduction in the
section 80 Authority.

Resolution 14 - Disapplication of pre-emption rights

If Directors wish to issue shares they have to abide by the statutory
pre-emption right in the Companies Act 1985 (the 'Act'). This means that
Directors have to offer any shares they want to issue to existing shareholders
first. Resolution 14 seeks to give the Directors authority to disapply the
statutory pre-emption where, inter alia, the share issue relates to a 'rights'
issue (in which case all shareholders would be made an offer to participate
anyway) or where allotment is limited to the allotment of equity securities
pursuant to the Non-Executive Directors 2006 Share Option Scheme or where the
allotment is limited to the allotment of equity securities having a maximum
aggregate nominal value of £230,345 equating to 2,303,450 shares which is
equivalent to 5% of the Company's issued ordinary share capital of 46,068,930
shares.

Resolution 15 - Amendment to Article 107 of the Company's Articles of
Association

Article 107 of the Company's Articles currently limits the ordinary remuneration
of Non-Executive Directors (excluding amounts payable under any other provision
of the Articles) in aggregate to £250,000 per annum. It is proposed that Article
107 of the Articles be deleted and replaced with a new Article to make it clear
that the aggregate limit of ordinary remuneration of £250,000 payable annually
to the Non-Executive Directors, excludes the value of any options granted to
such Directors pursuant to an option scheme approved by ordinary resolution of
the shareholders. This exclusion will therefore apply to options granted under
the Non-Executive Directors 2006 Share Option Scheme proposed in resolution 12.

Resolution 16 - Amendment to Article 151 of the Company's Articles of
Association

Article 151 relates to the indemnity given by the Company to directors and
officers of the Company in respect of claims made against them in that capacity.
The new proposed wording of Article 151 reflects recent changes in English
company law allowing directors enhanced protection.

Dialog Semiconductor Plc
Neue Straße 95
D-73230 Kirchheim/Teck - Nabern
Telephone: [phone]
Fax:       [phone]
E-mail:    [e-mail]
www.dialog-semiconductor.de
 
Language:     English
Issuer:       Dialog Semiconductor Plc.
              Neue Strasse 95
              73230 Kirchheim/Teck-Nabern Deutschland
Phone:        [phone]
Fax:          [phone]
email:        [e-mail]
WWW:          www.diasemi.com
ISIN:         GB0059822006
WKN:          927200
indices:      MIDCAP, PRIMEALL, TECHALLSHARE
Listed:       Geregelter Markt in Frankfurt (Prime Standard); 
              Freiverkehr in Berlin-Bremen, Düsseldorf, Stuttgart, 
              München, Hamburg; Foreign Exchange(s) Nasdaq

    CONTACT: Dialog Semiconductor Plc.
             Birgit Hummel, [phone]
             [e-mail]