Marvell Technology Group (MRVL)

Abstentions and Broker Non-Votes

With regard to the matters scheduled to come before the annual general meeting, votes may be cast in favor or against. A shareholder may also abstain. An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. The required vote is, assuming the presence of a quorum, a majority of votes cast. Abstentions and broker non-votes are counted for the purpose of determining the presence or absence of a quorum for the transaction of business. However, abstentions and broker non-votes are not considered negative votes under the Bermuda Companies Act 1981 (the “Act”) and the Bye-Laws, and as such none will effect the calculation of the requisite vote with respect to any of the proposals at this year’s annual general meeting.

The term broker non-vote refers to shares held by a broker or other nominee (for the benefit of its client) that are represented at the meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary authority to vote on that proposal. Brokers and nominees do not have discretionary voting authority on certain non-routine matters and accordingly may not vote on such matters absent instructions from the beneficial holder. If you hold your shares in “street name” or through a broker it is important that you give your broker your voting instructions.

The election of directors and the proposal to re-appoint PricewaterhouseCoopers as our auditors and independent registered public accounting firm for the current fiscal year should be considered routine matters. To the extent your brokerage firm votes your shares on your behalf on either or both of these two proposals, your shares also will be counted as present for the purpose of determining a quorum.