To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Transcription

1 August 31, 2011 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by CSR plc, a company organized under the laws of England and Wales ( CSR ), as Exchange Agent in connection with the merger of Zoran Corporation (the Company ) with a wholly-owned subsidiary of CSR (the Merger ). Pursuant to the Merger, the Company has become a private company and a wholly-owned subsidiary of CSR, and (i) each share of common stock of the Company (the Zoran Shares ), other than those shares with respect to which appraisal rights were available, properly exercised and not withdrawn, was canceled and automatically converted into the right to receive CSR American Depositary Shares (the CSR ADSs ), each representing the right to receive four ordinary shares of CSR, and $6.26 in cash (the Cash Component ) (the CSR ADSs and the Cash Component being the Merger Consideration ). Please furnish copies of the enclosed Letter to Shareholders and Form of Declaration of Status for Israeli Income Tax Purposes (the Declaration Form ) to those of your clients for whose accounts you hold Zoran Shares registered in your name or in the name of your nominee. IMPORTANT WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. CSR HAS INFORMED US THAT, IF A BROKER, BANK, OR FINANCIAL INSTITUTION HOLDS ZORAN SHARES ON BEHALF OF A BENEFICIAL SHAREHOLDER(S) (SO-CALLED STREET NAME HOLDERS), AND HAS NOT SUBMITTED A DECLARATION FORM OR A VALID CERTIFICATE FROM THE ISRAELI TAX AUTHORITY (THE ITA ) BY MAY 31, 2012, 24% WILL BE AUTOMATICALLY WITHHELD FROM THE APPLICABLE MERGER CONSIDERATION. Your attention is directed to the following: 1. The Merger Consideration is paid or delivered, as applicable, without interest and less any applicable withholding tax. 2. IMPORTANT: The Company has informed us that it has obtained a ruling from the ITA with respect to the Israeli withholding tax rates applicable to shareholders. CSR HAS INFORMED US THAT TO AVOID ISRAELI TAX BEING WITHHELD AT THE RATE OF 24% FROM THE MERGER CONSIDERATION, IN ACCORDANCE WITH THE AUTOMATED TENDER OFFER PROGRAM ( ATOP ) PROCEDURES ESTABLISHED BY CSR WITH THE ASSISTANCE OF THE EXCHANGE AGENT AND THE DEPOSITORY TRUST COMPANY ( DTC ), YOUR CLIENTS MUST: (I) (II) SUBMIT THE DECLARATION FORM TO YOU FOR TRANSMITTAL TO THE EXCHANGE AGENT AT THE STREET ADDRESS OR ADDRESS INDICATED BELOW, AND BE CLASSIFIED, ELECTRONICALLY, IN ACCORDANCE WITH THE ATOP PROCEDURES, IN ONE OF THE FOLLOWING CATEGORIES: -1 of 5-

2 CATEGORY ONE SHAREHOLDERS (No Israeli tax withholding) Shareholders That Are Eligible Non-Israeli Residents (Individual or Entity): Your client may be eligible for a full exemption from Israeli tax withholding with respect to the applicable Merger Consideration, if: A. the shareholder certifies that each of its Zoran Shares meets at least one of the criteria sets outlined in Sections A.1, A.2, A.3, and/or A.4 of Part II (See Part II of the Declaration Form), B. the shareholder certifies that it is NOT a resident of Israel (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], (the Ordinance )) for purposes of the Ordinance (See Part II of the Declaration Form), and C. to the extent the shareholder certifies that its Zoran Shares meet the criteria sets outlined in Sections A.3 and A.4 of Part II, it provided the supporting documents set forth in Sections A.3 and A.4 of Part II, as applicable. By completing this form in a manner that would substantiate your client's eligibility for such exemption, your client will be exempted from such Israeli tax withholding. OR A Bank, Broker or Financial Institution Resident in Israel: You may be eligible for a full exemption from Israeli tax withholding with respect to the applicable Merger Consideration, if: you are a bank, broker or financial institution resident in Israel that (1) is holding the Zoran Shares solely on behalf of beneficial stockholder(s) (so-called street name holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to consideration paid or delivered by you to your beneficial stockholder(s) with respect to the Merger (an Eligible Israeli Broker ). By completing this form in a manner that would substantiate your eligibility for such exemption, you will be exempted from such Israeli tax withholding. Consequently, even though there will be no deduction of any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder to which you are subject, you may be required to withhold Israeli tax, as applicable, from the consideration paid or delivered by you to your beneficial stockholder(s). AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THE DECLARATION FORM ONLY IF IT IS HOLDING THE ZORAN SHARES ON BEHALF OF ITS CLIENTS AS THE BENEFICIAL STOCKHOLDERS. -2 of 5-

3 CATEGORY TWO SHAREHOLDERS (Israeli tax withholding of 20%) Non-Eligible or Israeli Individual Shareholders: Your client may be eligible for a reduced Israeli tax withholding of 20% with respect to the applicable Merger Consideration, if: your client is an individual and is not eligible for an exemption under any of the categories described in Category One Shareholders above and has not obtained a valid certificate from the ITA providing full exemption from withholding tax (or a specific rate of withholding). If your client completes the Declaration Form and certifies in Part I of the form that he or she is an individual, 20% of the value of the gross proceeds (cash and ADSs) payable to your client pursuant to the Merger will be deducted from the Cash Component on account of Israeli tax withholding. CATEGORY THREE SHAREHOLDERS (Israeli tax withholding of 24%) Non-Eligible or Israeli Entity Shareholders: 24% of the value of the gross proceeds (cash and ADSs) payable to your client pursuant to the Merger will be deducted from the Cash Component on account of Israeli tax withholding, if: your client is an entity and is not eligible for an exemption under any of the categories described in Category One Shareholders above and has not obtained a valid certificate from the ITA providing full exemption from withholding tax (or a specific rate of withholding). OR Shareholders Electing Not to Submit Declaration Form: your client, whether an individual or an entity, confirms to you that it has elected not to complete a Declaration Form and agrees to be subject to Israeli tax withholding at the 24% rate. CATEGORY FOUR SHAREHOLDERS (Valid certificate from the Israeli Tax Authority) Shareholders Subject to a Valid Certificate from the Israeli Tax Authority: your client obtained a valid certificate from the Israeli Tax Authority ("ITA Certificate") providing an exemption or a specific rate of withholding, and is submitting the ITA Certificate, along with the Declaration Form. -3 of 5-

4 IF YOU DO NOT SUBMIT TO THE EXCHANGE AGENT YOUR CLIENT S COMPLETED DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES AT THE STREET ADDRESS OR ADDRESS INDICATED BELOW (TOGETHER WITH THE RELATED ZORAN SHARES VIA ATOP) BY MAY 31, 2012, THE EXCHANGE AGENT WILL TRANSFER THE APPLICABLE PROCEEDS TO YOU LESS THE 24% WITHHELD ISRAELI INCOME TAX. IF THAT OCCURS AND YOUR CLIENT(S) BELIEVE THEY ARE ENTITLED TO A REFUND, THEY WILL BE REQUIRED TO FILE A CLAIM DIRECTLY WITH THE ISRAELI TAX AUTHORITY. 3. You are requested to provide to the Exchange Agent the signed and completed Declaration Forms (together with any required supporting documents) submitted to you by your clients that correspond to a submission by you via ATOP of Zoran Shares subject to an exemption or a reduction in Israeli withholding tax. The Exchange Agent will provide such forms to CSR or its Israeli withholding agent. You are reminded that the ITA has the right to audit the Declaration Forms that will be held by CSR or its Israeli withholding agent. If you or your clients do not submit the Declaration Forms (together with any required supporting documents) to the Exchange Agent, Israeli withholding tax at the 24% rate may be imposed. BY CLASSIFYING ZORAN SHARES AS BEING FULLY OR PARTIALLY EXEMPT FROM ISRAELI WITHHOLDING TAX VIA DTC S ATOP SYSTEM, YOU WILL BE DEEMED TO CERTIFY TO THE EXCHANGE AGENT AND TO CSR THAT BASED ON A CAREFUL REVIEW OF THE DECLARATION FORM AND ITS SUPPORTING DOCUMENTS (IF REQUIRED) RECEIVED BY YOU, THE ZORAN SHARES THAT YOU CLASSIFIED ARE CLASSIFIED IN ACCORDANCE WITH THE INSTRUCTIONS IN THIS DOCUMENT. 4. Declaration Forms (together with any required supporting documents) relating to a submission of Zoran Shares via ATOP must be delivered to the Exchange Agent: By , to: CSRZoran@globetax.com OR By regular or express mail to: J.P. Morgan Chase Bank N.A. c/o GlobeTax 90 Broad Street, 16 th Floor New York, NY You do not have to collect all Declaration Forms from all of your clients before submitting them to the Exchange Agent. You may submit completed Declaration Forms (with any required supporting documents) and Zoran Shares for exchange to the Exchange Agent at any time, and from time to time, before May 31, You must submit all of your client s Zoran Shares that are covered by a particular Declaration Form at the same time and include the ATOP reference number on the Declaration Form that you forward to the Exchange Agent. Attached to the Important Notice of which this letter is a part is a copy of the Declaration Form (including instructions for completing such form) that should be delivered by you to your clients for whom you hold Zoran Shares. The Declaration Form should be completed by your clients and returned to you so you can forward the same to the Exchange Agent. Please furnish copies of the enclosed materials only to those of your clients for whose accounts you are holding Zoran Shares. -4 of 5-

5 In all cases, payment of the Merger Consideration for Zoran Shares will be made only after timely receipt by the Exchange Agent of (i) a Declaration Form completed by your client(s) (together with any required supporting documentation) and (ii) ATOP receipt of submitted shares. Neither CSR nor JPMorgan Chase Bank, N.A. will pay any fees or commissions to any broker, dealer or other person in connection with the mailing, forwarding, delivery or solicitation of Declaration Forms. If you have questions about the ATOP procedures described herein or submission of the Declaration Form to the Exchange Agent, you may contact us at: or, if calling from outside the U.S., Very truly yours, JPMorgan Chase Bank, N.A. ENCLOSURES Nothing contained in this letter or in the enclosed documents shall constitute you or any other person as the agent of CSR, the Exchange Agent or of any affiliate of any of them, or authorize you or any other person to use any document or to make any statement on behalf of any of them in connection with the Merger other than the enclosed documents and the statements contained therein. -5 of 5-

6 CSR plc August 31, 2011 Dear Former Holder of Zoran Corporation (the Company or Zoran ) Shares: As you may know, the merger of the Company with a wholly-owned subsidiary of CSR plc ( CSR ) became effective on August 31, 2011 (the Merger ). Pursuant to the Merger, the Company has become a private company and a wholly-owned subsidiary of CSR, and each outstanding share of common stock, par value $0.001 per share of the Company (the Zoran Shares ), other than those shares with respect to which appraisal rights were available, properly exercised and not withdrawn, held by you on August 31, 2011, was canceled and automatically converted into the right to receive CSR American Depositary Shares (the CSR ADSs ), each representing the right to receive four ordinary shares of CSR and $6.26 in cash (the Cash Component ) (the CSR ADSs and the Cash Component being the Merger Consideration ). The Merger Consideration is paid or delivered, as applicable, without interest and less any applicable withholding tax. IMPORTANT INSTRUCTIONS THE COMPANY HAS OBTAINED A RULING FROM THE ISRAELI TAX AUTHORITY (THE ITA ) WITH RESPECT TO THE APPLICABILITY OF ISRAELI WITHHOLDING TAX TO HOLDERS OF ZORAN SHARES. TO AVOID 24% ISRAELI TAX WITHHOLDING FROM YOUR MERGER CONSIDERATION, YOU MUST COMPLETE AND SUBMIT THE ENCLOSED DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES (THE DECLARATION FORM ) AND PROVIDE ANY SUPPORTING DOCUMENTS (IF APPLICABLE) IN A MANNER THAT WOULD SUBSTANTIATE YOUR ELIGIBILITY FOR SUCH EXEMPTION. THE DECLARATION FORM MUST BE RECEIVED BY THE EXCHANGE AGENT BY MAY 31, IF A BROKER HOLDS YOUR ZORAN SHARES ON YOUR BEHALF AS A BENEFICIAL SHAREHOLDER, YOU MUST COMPLETE THE DECLARATION FORM AND DELIVER IT (TOGETHER WITH ANY REQUIRED SUPPORTING DOCUMENTS) TO YOUR BROKER, ALONG WITH AN INSTRUCTION THAT YOUR BROKER MUST SUBMIT THE DECLARATION FORM TO THE EXCHANGE AGENT ON OR BEFORE MAY 31, PLEASE CONTACT YOUR BROKER OR OTHER ENTITY HOLDING ZORAN SHARES ON YOUR BEHALF FOR INFORMATION ON HOW TO DELIVER TO THEM YOUR DECLARATION FORM AND ANY SUPPORTING DOCUMENTS. This letter describes the Israeli withholding tax treatment applicable to former Zoran stockholders. Eligible Non-Israeli Residents (Individual or Entity) - No Israeli tax withholding: The tax ruling received by the Company generally provides that the Merger Consideration paid to a Zoran stockholder that certifies that it is a non-israeli resident, within the meaning of Israeli tax law and the ruling (see Sections B, C, D, and E of Part II of the Declaration Form), will be exempt from Israeli tax withholding as long as the stockholder also certifies that each of its Zoran Shares meets at least one of the sets of criteria listed below. A stockholder may divide its shares among different sets of criteria. The criteria sets are as follows. Criteria Set 1: Shares acquired on or after January 1, 2009, by 5% or less stockholders -1 of 4-

7 o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A.1. of Part II of the Declaration Form), directly or indirectly, not more than 5% of the Zoran Shares outstanding as of the closing of the Merger, and o The Zoran Shares were acquired on or after January 1, Criteria Set 2: Shares acquired before January 1, 2009 by 1% or less stockholders o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A. 2. of Part II of the Declaration Form), directly or indirectly, not more than of 1% of the Zoran Shares outstanding as of the closing of the Merger, o The Zoran Shares were acquired before January 1, 2009, and o The stockholder is a resident of a country that has a tax treaty with Israel for the avoidance of double taxation, including the United States, Canada, China, France, Germany, Japan and the United Kingdom (see the complete list of countries in the instructions at page 8 of the Declaration Form). Criteria Set 3: Shares acquired before January 1, 2009 by 5% or less stockholders (a stockholder that meets Criteria Set 2 does not need to meet Criteria Set 3) o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A.3. of Part II of the Declaration Form), directly or indirectly, not more than 5% of the Zoran Shares outstanding as of the closing of the Merger, o The Zoran Shares were acquired before January 1, 2009, o The stockholder is a resident of a country that has a tax treaty with Israel for the avoidance of double taxation, including the United States, Canada, China, France, Germany, Japan and the United Kingdom (see the complete list of countries in the instructions at page 8 of the Declaration Form), and o The stockholder provides a residency certificate from the tax authorities of its country of residence certifying that it is a resident of that country for the year (U.S. taxpayers may provide an IRS Form 6166 (Certification of U.S. Tax Residency); consult your tax advisor.) Criteria Set 4: No gain on individual shares o The purchase price in U.S. dollars for every individual Zoran Share that the stockholder wishes to qualify under this Criteria Set 4 equals or exceeds US$8.3837, which is the price per share implied in the Merger, o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A.4. of Part II of the Declaration Form), such Zoran Shares, and o The stockholder provides a certificate or account statement from its broker evidencing the purchase price of such Zoran Shares (see Section A.4. of Part II of the Declaration Form). Pursuant to the tax ruling, if any of your shares do not meet at least one of the sets of criteria, then none of your Zoran Shares, even Zoran Shares that meet one of the conditions, will be exempt from withholding under the tax ruling. By completing the enclosed Declaration Form (and providing supporting documents, as required) in a manner that would substantiate your eligibility for such exemption, you will -2 of 4-

8 allow CSR, J.P. Morgan Chase Bank, N.A. (in its capacity as the Exchange Agent), your broker or any other withholding agent, or their authorized representatives, to exempt you from such Israeli tax withholding. A Bank, Broker or Financial Institution Resident in Israel - No Israeli tax withholding: You may be eligible for a full exemption from Israeli tax withholding with respect to the applicable Merger Consideration, if you are a bank, broker or financial institution resident in Israel that (1) is holding the Zoran Shares solely on behalf of beneficial stockholder(s) (so-called street name holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the consideration paid or delivered by you to your beneficial stockholder(s) with respect to the Merger (an Eligible Israeli Broker ). By completing the enclosed Declaration Form in a manner that would substantiate your eligibility for such exemption, you will allow CSR, the Exchange Agent, your broker or any other withholding agent, or their authorized representatives, to exempt you from such Israeli withholding tax. Consequently, even though the Exchange Agent will not deduct any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as applicable, from the consideration paid or delivered by you to your beneficial stockholder(s). AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THE DECLARATION FORM IF IT IS HOLDING THE ZORAN SHARES SOLELY ON BEHALF OF ITS CLIENTS AS THE BENEFICIAL STOCKHOLDERS. Non-Eligible or Israeli Individual Shareholders - Israeli tax withholding of 20%: You may be eligible for a reduced Israeli tax withholding of 20%, with respect to the applicable Merger Consideration, if you are an individual, are not eligible for an exemption under any of the categories above and have not obtained a valid certificate from the ITA providing full exemption from withholding tax (or a specific rate of withholding). If you complete this form and certify in Part I of the Declaration Form that you are an individual, 20% of the value of the gross proceeds (cash and ADSs) payable to you pursuant to the Merger will be deducted from your cash consideration on account of Israeli tax withholding. Non-Eligible or Israeli Entity Shareholders - Israeli tax withholding of 24%: If you are an entity, are not eligible for an exemption under any of the categories above and have not obtained a valid certificate from the Israeli Tax Authority providing full exemption from withholding tax (or a specific rate of withholding), 24% of the value of the gross proceeds (cash and ADSs) payable to you pursuant to the Merger will be deducted from your cash consideration on account of Israeli tax withholding. -3 of 4-

9 IMPORTANT YOU MUST TAKE ACTION TO RECEIVE THE MERGER CONSIDERATION IN EXCHANGE FOR YOUR ZORAN SHARES IF A BROKER OR OTHER ENTITY HOLDS YOUR ZORAN SHARES ON YOUR BEHALF AS A BENEFICIAL SHAREHOLDER(S) (I.E., YOU HOLD YOUR SHARES IN STREET NAME ), YOUR BROKER WILL HANDLE THE EXCHANGE OF YOUR SHARES FOR YOU AND WILL PROVIDE YOU WITH ANY RELEVANT INSTRUCTIONS TO BE FOLLOWED FOR EFFECTING THE EXCHANGE. TO AVOID WITHHOLDING OF 24% YOU MUST FOLLOW THE INSTRUCTIONS ABOVE. IN PARTICULAR, YOU MUST FILL OUT THE ENCLOSED DECLARATION FORM AND SEND IT (TOGETHER WITH ANY REQUIRED SUPPORTING DOCUMENTS) TO YOUR BROKER, ALONG WITH AN INSTRUCTION THAT YOUR BROKER MUST SUBMIT THE DECLARATION FORM TO THE EXCHANGE AGENT ON OR BEFORE MAY 31, DECLARATION FORMS CAN ALSO BE FOUND ON-LINE AT: IF A BROKER, BANK OR FINANCIAL INSTITUTION HOLDS YOUR ZORAN SHARES ON YOUR BEHALF AND A DECLARATION FORM PROPERLY COMPLETED BY YOU (OR A VALID CERTIFICATE FROM THE ITA) IS NOT SUBMITTED TO THE EXCHANGE AGENT BY YOUR BROKER, BANK OR FINANCIAL INSTITUTION BY MAY 31, 2012, 24% WILL BE WITHHELD FROM YOUR MERGER CONSIDERATION. If a broker, bank or financial institution holds your Zoran Shares on your behalf as a beneficial shareholder, and you prefer not to complete the Declaration Form, you should confirm to your broker, bank or financial institution that you have elected not to submit a Declaration Form and that you agree to be subject to Israeli withholding tax at a rate of 24% on the Merger Consideration payable in respect of your Zoran Shares. If you have any questions, please call the Exchange Agent at or, if calling from outside of the U.S., Very truly yours, CSR plc -4 of 4-

10 DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES FOR FORMER HOLDERS OF COMMON STOCK OF ZORAN CORPORATION See separate instructions on the back cover of this form PART I Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions) 1. Name: 2. Type of Shareholder (more than one box may be applicable): (please print full name) Corporation (or Limited Liability Company) Individual Trust Bank Broker Financial Institution Partnership Other: 3. For individuals only: 4. For all other Shareholders: Date of birth: / / Country of incorporation or organization: month / day / year Country of residence: Registration number of corporation (if applicable): Countries of citizenship (name all citizenships): Taxpayer Identification or Social Security No. (if applicable): Country of residence: 5. Permanent Address (state, city, zip or postal code, street, house number, apartment number): 6. Mailing Address (if different from above): 7. Contact Details: Name: Capacity: 8. I hold the Shares of Zoran (mark X in the appropriate box): directly, as a Registered Holder through a Broker. If you checked this box, please state the name of your Broker: Telephone Number (country code, area code and number): 1

11 PART II Declaration by Non-Israeli Residents (see instructions) Eligible Israeli Brokers should not complete this Part II To be completed only by non-israeli shareholders. A. I hereby declare that each of my Zoran Shares meets at least one of the criteria below (if the statement is correct, mark X in the applicable boxes): A.1 I completed one of the categories set forth in Sections B, C, D, or E below. I am the beneficial owner (directly or indirectly) of not more than 5% of Zoran outstanding shares; and I acquired the Shares on or after January 1, Note: it is not necessary to refer to A.2 A.4 if the statements in A.1 above are true and correct with respect to all of your Shares A.2 I completed one of the categories set forth in Sections B, C, D, or E below. I acquired the Shares prior to January 1, 2009; I am a resident of country with which the State of Israel has a treaty for the avoidance of double taxation (see the list of countries in the instructions at page 8); and I am the beneficial owner of the Shares, holding directly or indirectly, not more than 1% of Zoran outstanding shares, meaning, among other things: (1) I am the legal and economical beneficiary of the rights deriving from the Shares. (2) For all shareholders other than individuals: a. there is substance in my activities; and b. I am not a conduit company, being used by others in order to hold the Shares in order to reduce or avoid Israeli taxation. Note: it is not necessary to refer to A.3 A.4 if the statements in A.1 and/or A.2 above are true and correct with respect to all of your Shares A.3 I completed one of the categories set forth in Sections B, C, D, or E below. I acquired the Shares prior to January 1, 2009; I am a resident of country with which the State of Israel has a treaty for the avoidance of double taxation (see the list of countries in the instructions at page 8); I have attached a residency certificate from the tax authorities of my residency country certifying that I am a resident of that country for the year 2011; and I am the beneficial owner of the Shares, holding directly or indirectly, not more than 5% of Zoran outstanding shares, meaning, among other things: (1) I am the legal and economical beneficiary of the rights derived from the Shares. (2) For all shareholders other than individuals: a. there is substance in my activities, and b. I am not a conduit company, being used by others in order to hold the Shares in order to reduce or avoid Israeli taxation. Note: it is not necessary to refer to A.4 if the statements in A.1 and/or A.2 and/or A.3 above are true and correct with respect to all of your Shares 2

12 A.4 I completed one of the categories set forth in Sections B, C, D, or E below; The direct purchase price I paid for each Share in US$ equals to or exceeds the amount of US$8.3837; I am the beneficial owner of the Shares; and I have attached a certificate from my broker evidencing the direct purchase cost of the Shares. Sections B-E to be completed only by non-israeli shareholders that marked X in one or more of the boxes at A.1-A.4. (if the statement is correct, mark X in the applicable boxes). B. To be completed by Individuals. I hereby declare that: (if correct, mark X in the following box) I am NOT a resident of Israel, which means, among other things, that: The State of Israel is not my permanent place of residence; The State of Israel is neither my place of residence nor that of my immediate family (spouse and/or children who are minors); My ordinary or permanent place of activity is NOT in the State of Israel and I do NOT have a permanent establishment in the State of Israel; I do NOT engage in an occupation in the State of Israel; I do NOT own a business or part of a business in the State of Israel; I am NOT insured by the Israeli National Insurance Institution; I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year; and I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years is less than 425 days in total. C. To be completed by Corporations (including limited liability companies, U.S. pension funds and U.S. banks) (except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following box) The corporation is NOT a resident of Israel, which means, among other things, that: The corporation is NOT registered with the Registrar of Companies in Israel; The corporation is NOT registered with the Registrar of "Amutot" (non-profit organizations) in Israel; The control of the corporation is NOT located in Israel; The management of the corporation is NOT located in Israel; The corporation does NOT have a permanent establishment in Israel; and No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any means of control in the corporation as specified below: The right to participate in profits; The right to appoint a director; The right to vote; The right to share in the assets of the corporation at the time of its liquidation; and The right to direct the manner of exercising one of the rights specified above. D. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box) The partnership is NOT an Israeli resident which means, among other things, that: The partnership is NOT registered with the Registrar of Partnerships in Israel; The control of the partnership is NOT located in Israel; 3

13 The management of the partnership is NOT located in Israel; The partnership does NOT have a permanent establishment in Israel; and NO Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any right in the partnership or, of the right to direct the manner of exercising any of the rights in the partnership, and NO partner in the partnership is an Israeli resident. E. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box) The trust is NOT an Israeli resident, and: All settlors of the trust are NOT Israeli residents, and All beneficiaries of the trust are NOT Israeli residents. PART III Declaration by Israeli Bank, Broker or Financial Institution (see instructions) Non-Israeli Residents should not complete this Part III I hereby declare that: (if correct, mark X in the following box) I am a bank, broker or financial institution that is a resident of Israel within the meaning of that term in Section 1 of the Ordinance (see Instruction II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the payment of consideration (if any) made by me to such beneficial shareholder(s) with respect to Shares in connection with the Merger. PART IV Certification. By signing this form, I also declare that: I understood this form and completed it correctly and pursuant to the instructions. I provided accurate, full and complete details in this form. I am aware that providing false details constitutes a criminal offense. I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise. SIGN HERE Signature of Shareholder (or individual authorized to sign on your behalf) Date: Capacity in which acting: CERTIFICATION THE FOLLOWING MUST BE COMPLETED BY ANY BROKER, BANK, FINANCIAL INSTITUTION OR OTHER NOMINEE SUBMITTING THIS FORM TO THE EXCHANGE AGENT. FAILURE TO PROPERLY COMPLETE THE BELOW AND TO RETURN THIS FORM TO THE EXCHANGE AGENT BY MAY 31, 2012, WILL RESULT IN THE FORM BEING REJECTED AND WITHHOLDING AT THE 24% RATE WILL BE APPLIED TO YOUR CLIENT S MERGER CONSIDERATION: Broker Name: Contact Name: Contact Number: Broker DTC Participant Number: Transaction Number of the Tender of Shares in ATOP:. 4

14 DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES GENERAL INSTRUCTIONS You are receiving this form "Declaration of Status For Israeli Income Tax Purposes" as a holder of shares of common stock (the Zoran Shares ) of Zoran Corporation ( Zoran ), in connection with the merger (the Merger ) of Zoran with a wholly-owned subsidiary of CSR plc ( CSR ). THIS FORM IS INDEPENDENT OF ANY U.S. TAX WITHHOLDING THAT MAY BE REQUIRED ON ACCOUNT OF AMOUNTS PAYABLE IN CONNECTION WITH THE MERGER. HOLDERS ARE ADVISED TO COMPLETE THE FORM W-9 (OR A FORM W-8 IF APPLICABLE) IN ORDER TO REDUCE OR BE EXEMPT FROM ANY U.S. TAX WITHHOLDING. Who may use this form and why? All former holders (including non-israeli residents) of Zoran Shares must use this form to certify their eligibility for an exemption or reduced Israeli tax withholding. Any and all amounts to which such holders may be entitled in connection with the Merger (including Brokers (as defined below) acting on behalf of holders) not properly completing and/or timely returning this form to be received by JPMorgan Chase Bank, N.A., as Exchange Agent (the Exchange Agent ) on or before 5:00pm New York time on May 31, 2012 (the Deadline ), will be subject to Israeli tax withholding of 24% in respect of any and all amounts to which such holders may be entitled in connection with the Merger. Each of CSR, the Exchange Agent, your broker or any other withholding agent, or their authorized representatives shall be entitled to rely on certifications made in this form. Eligible Non-Israeli Residents (Individual or Entity) - No Israeli tax withholding: The tax ruling received by Zoran generally provides that the Merger consideration paid to a Zoran stockholder that certifies that it is a non-israeli resident, within the meaning of Israeli tax law and the ruling (see Sections B, C, D, and E of Part II of this form), will be exempt from Israeli tax withholding as long as the stockholder also certifies that each of its Zoran Shares meets at least one of the sets of criteria listed below. A stockholder may divide its Zoran Shares among different sets of criteria. The criteria sets are as follows. Criteria Set 1: Shares acquired on or after January 1, 2009, by 5% or less stockholders o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A.1. of Part II of this form), directly or indirectly, not more than 5% of the Zoran Shares outstanding as of the closing of the Merger, and o The Zoran Shares were acquired on or after January 1, Criteria Set 2: Shares acquired before January 1, 2009, by 1% or less stockholders o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A. 2. of Part II of the form), directly or indirectly, not more than 1% of the Zoran Shares outstanding as of the closing of the Merger, o The Zoran Shares were acquired before January 1, 2009, and o The stockholder is a resident of a country that has a tax treaty with Israel for the avoidance of double taxation, including the United States, Canada, China, France, Germany, Japan and the United Kingdom (see the complete list of countries in the instructions at page 8). Criteria Set 3: Shares acquired before January 1, 2009, by 5% or less stockholders (a stockholder that meets Criteria Set 2 does not need to meet Criteria Set 3) o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A.3. of Part II of the form), directly or indirectly not more than 5% of the Zoran Shares outstanding as of the closing of the Merger, 5

15 o The Zoran Shares were acquired before January 1, 2009, o The stockholder is a resident of a country that has a tax treaty with Israel for the avoidance of double taxation, including the United States, Canada, China, France, Germany, Japan and the United Kingdom (see the complete list of countries in the instructions at page 8), and o The stockholder provides a residency certificate from the tax authorities of its country of residence certifying that it is a resident of that country for the year (U.S. taxpayers may provide an IRS Form 6166 (Certification of U.S. Tax Residency); consult your tax advisor.) Criteria Set 4: No gain on individual shares o The purchase price in U.S. dollars for every individual Zoran Share that the stockholder wishes to qualify under this condition equals or exceeds US$8.3837, which is the price per share implied in the Merger, o The stockholder beneficially owns, within the meaning of Israeli tax law and the tax ruling (see Section A.4. of Part II of the form), such Zoran Shares, and o The stockholder provides a certificate (or account statement) from its broker evidencing the purchase price of such Zoran Shares (see Section A.4. of Part II of the form). By completing this form in a manner that would substantiate your eligibility for such exemption, to CSR and its agents satisfaction, you will be exempt from such Israeli tax withholding. A Bank, Broker or Financial Institution Resident in Israel - No Israeli tax withholding: You may be eligible for a full exemption from Israeli tax withholding with respect to the gross proceeds payable to you pursuant to the Merger, if: you are a bank, broker or financial institution resident in Israel that (1) is holding Zoran Shares solely on behalf of beneficial stockholder(s) (so-called street name holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to consideration paid or delivered by you to your beneficial stockholder(s) with respect to the Merger (an Eligible Israeli Broker ). By completing this form in a manner that would substantiate your eligibility for such exemption, you will be exempt from such Israeli tax withholding. Consequently, even though there will be no deduction of any Israeli tax withholding from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as applicable, from the consideration paid or delivered by you to your beneficial stockholder(s). AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING ZORAN SHARES SOLELY ON BEHALF OF ITS CLIENTS AS THE BENEFICIAL STOCKHOLDERS. Non-Eligible or Israeli Individual Shareholders - Israeli tax withholding of 20%: You may be eligible for a reduced Israeli tax withholding of 20%, with respect to the gross proceeds payable to you pursuant to the Merger, if: you are an individual and are not eligible for an exemption under any of the categories above and have not obtained a valid certificate from the Israeli Tax Authority providing full exemption from withholding tax (or a specific rate of withholding). If you complete this form and certify in Part I of the form that you are an individual, an amount equal to 20% of the value of the gross proceeds (cash and ADSs) payable to you pursuant to the Merger will be deducted from your cash consideration on account of Israeli tax withholding. 6

16 Non Eligible or Israeli Entity Shareholders - Israeli tax withholding of 24%: An amount equal to 24% of the value of the gross proceeds (cash and ADSs) payable to you pursuant to the Merger will be deducted from your cash consideration on account of Israeli tax withholding, if: you are an entity and are not eligible for an exemption under any of the categories above and have not obtained a valid certificate from the Israeli Tax Authority providing full exemption from withholding tax (or a specific rate of withholding). IMPORTANT IF A BROKER, BANK, OR FINANCIAL INSTITUTION HOLDS ZORAN SHARES ON YOUR BEHALF (SO-CALLED STREET NAME HOLDERS) OR YOU ARE A REGISTERED HOLDER OF ZORAN SHARES, AND A PROPERLY COMPLETED DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES OR A VALID CERTIFICATE FROM THE ISRAELI TAX AUTHORITIES IS NOT TIMELY SUBMITTED BY YOU (OR YOUR BROKER, BANK OR FINANCIAL INSTITUTION) TO THE TO THE EXCHANGE AGENT BY MAY 31, 2012, AN AMOUNT EQUAL TO 24% WILL BE DEDUCTED AND WITHHELD FROM YOUR APPLICABLE CASH CONSIDERATION WITH RESPECT TO THE GROSS PROCEEDS (CASH AND ADSs) PAYABLE TO YOU. To whom should you deliver this form? If you hold your Zoran Shares directly, i.e., you are a registered holder, complete and sign this form and mail or deliver it to the Exchange Agent (together with the Letter of Transmittal) at one of its addresses set forth on the Letter of Transmittal in the envelope provided for your Letter of Transmittal, or If you hold your Zoran Shares through a broker, dealer, commercial bank, financial institution, trust company or other nominee (a Broker ), complete and sign this form and mail or deliver it to your Broker along with an instruction that your Broker must submit this form with the Broker provision hereon properly completed to the Exchange Agent on or prior to the Deadline. If you hold your Zoran Shares in a joint tenancy account, both members of the account are required to sign this form. Do I need to include any documents with the form? If you hold your Zoran Shares directly, i.e., you are a registered holder, you will need to submit, in addition, a Letter of Transmittal. If your Zoran Shares meet criteria sets A.3 and/or A.4 of Part II as described in the form, you will need to provide the supporting documents stated. If you obtained a valid certificate from the Israeli Tax Authority providing full exemption from Israeli tax withholding (or a specific rate of withholding), you will need to submit such certificate. What if some of my Zoran Shares meet one criteria set and the balance of my Zoran shares meet another criteria set? You may divide your Zoran Shares among different criteria sets and will be exempt from Israeli tax withholding even if some of your Zoran Shares meet one criteria set and other Zoran Shares meet another criteria set; provided, that you are able to certify that each of your Zoran Shares meet one or more criteria sets. What if some of my Zoran Shares meet one criteria set, but some of my Zoran Shares do not meet any other criteria sets? Pursuant to the tax ruling, if any of your Zoran Shares do not meet at least one of the criteria sets, then none of your Zoran Shares, even Zoran Shares that meet one of the criteria sets, will be exempt from withholding under the tax ruling. 7

17 What do I do if I am a non-israeli resident (individual or entity), who does not meet any of the criteria sets outlined in Part II? You may still be eligible for full exemption from Israeli tax withholding, but you will need to obtain a valid certificate from the Israeli Tax Authority. How many Zoran Shares are outstanding as of the closing for the purpose of calculation whether or not I have more than 1% or 5%, as applicable? As of the closing, there were 50,550,327 Zoran Shares outstanding. What are the countries that have a treaty with the State of Israel for the avoidance of double taxation? Austria, Belarus, Belgium, Brazil, Bulgaria, Canada, China, Croatia, Czech Republic, Denmark, Estonia, Ethiopia, Finland, France, Germany, Greece, Hungary, India, Ireland, Italy, Jamaica, Japan, Latvia, Lithuania, Luxembourg, Mexico, Moldova, Netherlands, Norway, Philippines, Poland, Portugal, Romania, Russia, Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Kingdom, United States of America, Uzbekistan, Vietnam. What do I do if I obtained a valid certificate from the Israel Tax Authority providing full exemption from withholding tax (or a specific rate of withholding)? If you obtained a valid certificate from the Israeli Tax Authority providing full exemption from Israeli tax withholding (or a specific rate of withholding), you may deliver such certificate, along with this form. Is there a deadline for delivering this form? If you are a registered shareholder, you should deliver this form to the Exchange Agent at the same time you submit your Letter of Transmittal but in any event prior to the deadline of May 31, If a Broker holds Zoran Shares on your behalf as a beneficial shareholder(s) (i.e., you are a so-called street name holder), as described above, this form should be delivered to your Broker along with an instruction that your Broker must submit this form with the Broker provision hereon properly completed to the Exchange Agent on or prior to the Deadline. Neither CSR, the Exchange Agent, nor any of their agents are responsible for the acts or omissions to act on the part of any Brokers. What do I do if I if I have general questions relating to the submission of this form? If you have questions about the submission of this form, you may contact the Exchange Agent at: or, if calling from outside the U.S., WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU, INCLUDING, WITHOUT LIMITATION, THE EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND ANY OTHER TAX LAWS AND WHETHER OR NOT YOU SHOULD USE THIS FORM. PLEASE NOTE THAT IF YOU PROVIDE A DECLARATION FORM, YOU ALSO CONSENT TO THE PROVISION OF YOUR DECLARATION FORM TO THE ISRAELI TAX AUTHORITY (THE ITA ), IN CASE THE ITA SO REQUESTS, FOR PURPOSES OF AUDIT OR OTHERWISE. 8

18 In addition to timely submitting Zoran Corporation shares utilizing the ATOP procedures of DTC and delivering a properly completed Form of Declaration of Status for Israeli Income Tax Purposes (the Declaration Form ) to JPMorgan Chase Bank, N.A., as Exchange Agent, in order to potentially expedite the Exchange Agent's processing of Declaration Forms it is strongly recommended that DTC participants utilize the Electronic Submission Portal ( ESP ) powered by GlobeTax, an electronic withholding tax submission system, to electronically remit beneficial owner level data to the Exchange Agent. This information will be used by the Exchange Agent in notifying the Israeli Sub- Agent of the identity of beneficial owners that have submitted Declaration Forms. If you choose to provide this information via the ESP system, please secure your ATOP transaction number and submit the beneficial owner data online through the ESP website, (Requires a one-time registration). Print out and sign the cover letter on your letterhead, and send that along with the applicable fully completed and executed Declaration Forms to one of the following addresses: By mail to: J.P. Morgan c/o GlobeTax 90 Broad Street 16 th Floor New York, NY Attn: CSR Zoran Or By to CSRZoran@globetax.com Your cooperation would be greatly appreciated. Please contact Ms. Jenny Lin at or via at Jenny_Lin@globetax.com if you have any questions about this process.