DISCLAIMER - IMPORTANT

Recommended offer by Renesas Electronics Corporation (“Renesas”) for the entire issued and to be issued share capital of Dialog Semiconductor Plc. (“Dialog”) (the “Offer”)

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY RENESAS AND/OR DIALOG RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE OFFER CANNOT BE VALIDLY ACCEPTED BY DIALOG SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.


Access to the Information

Please read this notice carefully - it applies to all persons who view this section of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the Information may be altered or updated from time to time, and should be read in full carefully each time you visit this section of the website. Renesas reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this section of the website.

The Information speaks only at the date of the relevant document or announcement and Renesas has, and accepts, no responsibility or duty to update any information (other than to the extent such duty arises as a matter of law or regulation).

The full terms and conditions of the Offer will be (or have been) set out in the formal offer documentation (which may take the form of a scheme circular or offer document) sent to or made available to Dialog shareholders. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

If you are in doubt about the contents of this section of the website, or the action you should take, you should seek advice from an independent financial adviser authorised and regulated in the United Kingdom by the Financial Conduct Authority or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser as to the suitability of any action.

[Nomura International plc, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting as financial adviser to Renesas and no one else in connection with the Offer and Nomura International plc, its affiliates and their respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Renesas for providing the protections afforded to clients of Nomura International plc nor for giving advice in relation to any matter or arrangement referred to in this announcement.]

Overseas Persons

The Information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the local laws or regulations in that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information (and any related offer) to shareholders who are not resident in Japan or the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in Japan or the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.

No offer will be made, directly or indirectly, in or into, a Restricted Jurisdiction and no offer will be capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption. The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations.

In addition, these materials do not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, these materials are not an offer of securities for sale into the United States. No offering of securities shall be made in the United States absent registration under the US Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the US Securities Act of 1933.

If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page.

Forward-looking statements

The Information (including information incorporated by reference) and documents in this section of the website may contain forward-looking statements regarding Renesas’s or Dialog’s financial position, business strategy, plans and objectives of management for future operations. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. These forward-looking statements speak only as of the date of the respective documents and are subject to a number of factors that could cause actual results to differ materially from any expected results in such forward-looking statements. Renesas expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Responsibility

In relation to the Information, the only responsibility accepted by Renesas and the directors of Renesas is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither Renesas, nor any of the directors of Renesas, nor any of Renesas’s affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this section of the website by a third party.

THE DOCUMENTS IN THIS SECTION OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance of disclaimer

In order to view the materials in this section of the website, by clicking on the “CONFIRM” box below, you are making the following confirmations:

  • I confirm that I am permitted to proceed to this section of the website and that I am not (nor do I act on behalf of someone who is) resident in a Restricted Jurisdiction.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this section of the website either in whole or in part to any person in a Restricted Jurisdiction.
  • I represent and warrant to Renesas that I intend to access this section of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of the notice set out above.

If you are not able to provide these confirmations, you should click on the “DECLINE” box below.

CONFIRM    DECLINE