Disclaimer

ACCESS TO THIS SECTION OF THE WEBSITE (“Web Page”) 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 ON THIS WEB PAGE.

Disclaimer
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS WEB PAGE BY CIRRUS LOGIC IN GOOD FAITH. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH CIRRUS LOGIC REGARDS AS UNDULY ONEROUS (“Restricted Jurisdiction”).

The Acquisition relates to the shares of a Scottish company and is proposed to be effected by means of a scheme of arrangement under the laws of the United Kingdom. Neither the proxy solicitation rules nor (unless implemented by means of a Takeover Offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the City Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If Cirrus Logic exercises its right to implement the Acquisition of the Wolfson Microelectronics Shares by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations. If you would like information on the Acquisition please read this notice carefully - it applies to all persons who view this Web Page and, depending on where you live, it may affect your rights.

Basis of access
The information on this Web Page about the Acquisition is made available in good faith and does not constitute an offer to sell or otherwise dispose of, or an invitation or solicitation of, any offer to purchase or subscribe for any securities in any jurisdiction in which such offer or solicitation is unlawful.
This notice may be altered or updated. You should read it in full each time you access the Web Page.
The information contained on this Web Page speaks only at the date of the relevant document or announcement reproduced on this Web Page, and Cirrus Logic has, and accepts, no responsibility or duty to update any such information, document or announcement and reserves the right to add to, remove or amend any information reproduced on this Web Page at any time.
In relation to any document, announcement or information contained on the Web Page, the only responsibility accepted by the directors of Cirrus Logic is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Neither the directors of Cirrus Logic, nor Cirrus Logic, nor any of their 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 or from this Web Page.

Forward-looking statements
The information on this Web Page, including information included or incorporated by reference, contains a number of statements that are or may be forward-looking statements relating to Cirrus Logic and Wolfson Microelectronics. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Cirrus Logic and Wolfson Microelectronics about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained on this Web Page include statements relating to the expected effects of the Acquisition on Cirrus Logic and Wolfson Microelectronics, the expected timing and scope of the Acquisition and other statements other than historical facts. All statements other than statements of historical facts included on this Web Page may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”, “goal”, “strategy”, “budget”, “forecast” or “might”, or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Cirrus Logic’s or Wolfson Microelectronics’ operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Cirrus Logic’s or Wolfson Microelectronics’ business.
The forward looking statements are not guarantees of future financial performance. Except as expressly provided on this Web Page, they have not been reviewed by the auditors of Cirrus Logic or Wolfson Microelectronics or their respective financial advisers. 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. These factors include the satisfaction of conditions, as well as additional factors, such as: fluctuations in the capital markets; fluctuations in interest and exchange rates; increased regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Cirrus Logic nor Wolfson Microelectronics, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements on this Web Page will actually occur. 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 hereof. All subsequent oral or written forward looking statements attributable to Cirrus Logic or Wolfson Microelectronics or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Cirrus Logic and Wolfson Microelectronics disclaim any obligation to update or revise any forward looking or other statements contained on this Web Page other than in accordance with their legal and regulatory obligations.
Forward-looking statements only speak as of the date on which they are made, and the events discussed on this Web Page may not occur. Cirrus Logic does not undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law or regulation.

Overseas persons
The materials found on this Web Page contain information in respect of the Acquisition. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Web Page by clicking on the “Decline” button at the top right of this page.
By choosing the “Accept” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Cirrus Logic is lawfully entitled to make the content of any communication or document in relation to the Acquisition available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Acquisition.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Acquisition. If you are not permitted to view materials on this Web Page or are in any doubt as to whether you are permitted to view these materials, please exit this Web Page and seek independent advice. Cirrus Logic and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

ACCEPTANCE OF DISCLAIMER

By clicking on the “Accept” button at the bottom of this page, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Web Page and agree to be bound by its terms.
By clicking on the “Decline” button at the bottom of this page, you will not be able to proceed to the Web Page.