Microchip Technology Incorporated · NASDAQ:MCHP

Microchip Technology — Merger or Acquisition (October 2008)

9 slides from Microchip Technology's merger presentation, October 2008

1. Slide 1: Proposed Acquisition of Atmel Corporation

   PROPOSED ACQUISITION OF ATMEL CORPORATION October 2008

2. Slide 2: Safe Harbor

   Safe Harbor Cautionary Statement: Statements in these materials, including those regarding Microchip Technology Incorporated’s (“Microchip”) and ON Semiconductor Corporation’s (“ON Semiconductor”) joint proposal to acquire Atmel Corporation (“Atmel”) and the expected impact of the proposed acquisiti

3. Slide 3: Transaction Summary

   Transaction Summary ƒ Microchip and ON Semiconductor have submitted a joint proposal to acquire Atmel ƒ Microchip to acquire the Microcontroller ($513M LTM revenue) and ASIC ($496M LTM revenue) businesses ƒ ON Semiconductor to acquire the NVM ($385M LTM revenue), RF and Auto ($282M LTM revenue) busi

4. Slide 4: Microchip Transaction Rationale

   Microchip Transaction Rationale ƒ Atmel has strong momentum in proprietary AVR architecture Combines ƒ Broad product line with 8- and 32-bit solutions complementary businesses ƒ Broad base of technology building blocks - memory, connectivity, touch sense and security ƒ Enhances Microchip’s opportuni

5. Slide 5: Atmel's MCU Business

   Atmel’s MCU Business MCU Architectures: AVR 8-bit ƒ Over 100 AVR products LTM revenues: ƒ Proprietary architecture $513mm ƒ High performance, low power, high code density, flash program memory & highly integrated AVR 32-bit ARM/ 8051 AVR ƒ Based on standard 32-bit ARM7 and ARM 9 ARM-based architectu

6. Slide 6: MCU Product Line Synergy

   MCU Product Line Synergy ƒ 8-bit ƒ 8-bit ƒ Significant Growth ƒ PIC10, PIC12 ƒ AVR Opportunity ƒ PIC16, PIC18 ƒ 8051 ƒ 16-bit ƒ 16-bit ƒ PIC24 ƒ Microchip Strength ƒ dsPIC ƒ Fastest growth 16-bit ƒ 32-bit ƒ 32-bit ƒ Atmel Strength ƒ PIC32 ƒ AVR32 ƒ Growth Opportunity ƒ ARM7, ARM9 ƒ mTouch™ Technolog

7. Slide 7: ON Semiconductor Transaction Rationale

   ON Semiconductor Transaction Rationale „ Creates Automotive and EEPROM leader „ Further extends analog transformation Investor Highlights „ Adds complementary products with limited incremental operating expenses „ Drives scale & cash flow: >$2.7B revenues & in-line operating model to LT target model

8. Slide 8: All Cash Premium Proposal vs. the Status Quo of Atmel's Incomplete Turnaround Plan

   All Cash Premium Proposal vs. the Status Quo of Atmel’s Incomplete Turnaround Plan ƒ Atmel has struggled to execute on its transformation plan ƒ Atmel’s strategy continues to include its underperforming ASIC and Auto businesses, which do not have the scale to successfully compete in the marketplace

9. Slide 9: Next Steps to Transaction Completion

   Next Steps to Transaction Completion ƒ Microchip and ON Semiconductor are committed to moving forward on an expedited basis to complete the transaction ƒ Microchip and ON Semiconductor are prepared to begin confirmatory due diligence immediately ƒ Commence regulatory process ƒ Atmel, Microchip and O

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