OFFICERS' CERTIFICATE

October 13, 2021

Wells Fargo Bank, National Association, as Trustee

333 S. Grand Avenue

Fifth Floor, Suite 5A/MAC E2064-05A

Los Angeles, CA 90071

Attention: Michael Tu, Corporate Trust Dept.

Ladies and Gentlemen:

The undersigned, as officers of and on behalf of Microchip Technology Incorporated, a Delaware corporation (the "Company"), and in connection with that certain Indenture dated as of February 15, 2017, between the Company and Wells Fargo Bank, National Association (the "Trustee"), concerning the Company's 2.250% Convertible Junior Subordinated Notes due 2037 (the "Notes") do hereby certify as follows:

  1. This Officers' Certificate is being delivered to the Trustee pursuant to Section 14.04(l) of the Indenture.
  2. After giving effect to the adjustment to the Conversion Rate of the Notes for the reasons set forth in paragraph 5 below, the Conversion Rate for the Notes is now 21.6920 (the "Adjusted Conversion Rate").
  3. After giving effect to the adjustments to the Conversion Rate of the Notes for the reasons set forth in paragraph

5 below, the Incremental Share Factor for the Notes is now 10.8461 (the "Adjusted Incremental Share Factor").

  1. Additionally, the Additional Shares, Stock Price and each of the related thresholds described in Section 14.03(e) of the Indenture have been similarly adjusted.
  2. The adjustment to the Conversion Rate is required because on August 25, 2021, the Company announced that its Board of Directors had approved a 2 for 1 stock split to be effected in the form of a stock dividend (the "Stock Dividend"). The Stock Dividend was paid on October 12, 2021 to stockholders of record of the Company on October 4, 2021 (the "Record Date"). The Adjusted Conversion Rate and Adjusted Incremental Share Factor became effective immediately after the open of business on October 13, 2021.

Capitalized terms used but not otherwise defined in this Officers' Certificate have the meanings given to them in the Indenture.

IN WITNESS WHEREOF, the undersigned have executed this Officers' Certificate as of the date first set forth above.

By:

Name: J. Eric Bjornholt

Title: Senior Vice President and Chief Financial Officer

By:

Name: Kimberly van Herk

Title: Secretary

Microchip Technology Incorporated 2355 West Chandler Blvd. Chandler, AZ 85224-6199 Main Office 480-792-7200 FAX 480-899-9210

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Microchip Technology Incorporated published this content on 13 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 October 2021 23:41:02 UTC.