Marvell Technology Group (MRVL)

Board Recommendation and Required Vote

Our board of directors unanimously recommends that you vote FOR the re-appointment of PricewaterhouseCoopers as our auditors and independent registered public accounting firm, and authorization of the audit committee, acting on behalf of our board of directors, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for the fiscal year ending January 30, 2010.

Unless authority to do so is withheld, the proxy holders named in each proxy will vote the shares represented thereby FOR the re-appointment of PricewaterhouseCoopers and the authorization of the audit committee to fix its remuneration. Assuming the presence of a quorum, the required vote is the affirmative vote of at least a majority of votes cast and entitled to vote at the annual general meeting. Abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on the outcome. In the event that the shareholders do not re-appoint PricewaterhouseCoopers at the annual general meeting, Bermuda law requires that the existing auditors and independent registered public accounting firm remain in office until a successor is appointed in accordance with Bermuda law and our Bye-Laws.

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Table of Contents

Board Recommendation and Required Vote

        Our board of directors unanimously recommends that you vote FOR the re-appointment of PricewaterhouseCoopers as our auditors and independent registered public accounting firm, and authorization of the audit committee, acting on behalf of our board of directors, to fix the remuneration of the auditors and independent registered public accounting firm, in both cases for the fiscal year ending January 31, 2009.

        Unless authority to do so is withheld, the proxy holders named in each proxy will vote the shares represented thereby FOR the re-appointment of PricewaterhouseCoopers and the authorization of the audit committee to fix its remuneration. Assuming the presence of a quorum, the required vote is the affirmative vote of at least a majority of votes cast and entitled to vote at the annual general meeting. Abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on the outcome. In the event that the shareholders do not re-appoint PricewaterhouseCoopers at the annual general meeting, Bermuda law requires that the existing auditors and independent registered public accounting firm remain in office until a successor is appointed in accordance with Bermuda law and our Bye-Laws.

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INFORMATION CONCERNING
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        PricewaterhouseCoopers, independent registered public accountants, have been our auditors and independent registered public accounting firm for the financial statements for each year since the year ended January 31, 1998. Representatives of PricewaterhouseCoopers are expected to be present at the 2008 annual general meeting, and they will be given an opportunity to make a statement, if they desire to do so, and will be available to respond to any appropriate questions from shareholders.

Board Recommendation and Required Vote

The board of directors recommends that you vote FOR approving the 2007 Director Plan.

Unless authority to do so is withheld, the proxy holders named in each proxy will vote the shares represented thereby FOR the approval of the 2007 Director Plan. Assuming the presence of a quorum, the required vote is the affirmative vote of at least a majority of votes cast and entitled to vote at the annual general meeting. Abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on the outcome.

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Board Recommendation and Required Vote

The Board of Directors recommends that you vote FOR the amendment to the Second Amended and Restated Bye-laws. Approval of the amendment to the Second Amended and Restated Bye-laws requires an affirmative vote of shareholders by Special Resolution. A Special Resolution is a resolution approved by the affirmative vote of the holders of Common Stock representing not less than 662¤3% of the shares, present in person or represented by proxy, and entitled to vote at the Annual General Meeting.

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Board Recommendation and Required Vote

        The Board of Directors recommends that you vote FOR the re-appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to act as auditors for the Company and the authorization of the Audit Committee to fix their remuneration for the 2006 fiscal year ending January 28, 2006. The affirmative vote of the holders of Common Stock representing a majority of the voting power of the outstanding common stock, present or represented by proxy and voting at the Annual General Meeting, is required to appoint PricewaterhouseCoopers LLP and authorize the Audit Committee to fix their remuneration. In the event that the shareholders do not appoint an independent registered public accounting firm at the Annual General Meeting, Bermuda law requires that the existing independent registered public accounting firm remain in office until a successor is appointed in accordance with Bermuda law and the Company's Bye-laws.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding the beneficial ownership of the Common Stock as of April 15, 2005 except as noted otherwise, for:

•

each person known by the Company to own beneficially more than 5% of the Company's outstanding shares;



•

each director, director nominee and executive officer named in the Summary Compensation Table on page 16 of this proxy statement; and



•

all directors and executive officers as a group.

        Unless otherwise indicated, the address of each person owning more than 5% of our outstanding shares is c/o Marvell Semiconductor, Inc., 700 First Avenue, Sunnyvale, CA 94089, Attention: Corporate Treasurer.

*

Less than one percent.

**

The percentage of beneficial ownership for the following table is based on 279,415,314 shares of common stock outstanding on April 15, 2005.

(1)

Unless otherwise indicated, to the Company's knowledge, all persons listed have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. The number of shares beneficially owned by each

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shareholder is determined in accordance with the rules of the Securities and Exchange Commission and are not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock that the shareholder has sole or shared voting of investment power and any shares of common stock that the shareholder has a right to acquire within 60 days after April 15, 2005 through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of common stock. The amounts shown are based on information furnished by the people named.

(2)

Based solely on information reported on a Schedule 13G/Amendment No. 7 filed with the Securities and Exchange Commission on February 14, 2005, by AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, as a group (collectively, the "Mutuelles AXA"), AXA and AXA Financial, Inc. Includes 41,742,222 shares beneficially held by each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, 22,591,065 shares for which it possesses sole voting power, 7,134,475 shares for which it possesses shared voting power, 41,627,680 shares for which it possesses sole dispositive power and 114,542 shares for which it possesses shared dispositive power. Includes 40,187,100 shares beneficially held by AXA Financial, Inc., 21,615,456 shares for which it possesses sole voting power, 7,134,475 shares for which it possesses shared voting power, 40,072,558 shares for which it possess sole dispositive power and 114,542 shares for which it possesses shared dispositive power. The principal business address of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is 26, rue Drouot, 75009 Paris, France. The principal business address of AXA Courtage Assurance Mutuelle is 26, rue Drouot, 75009 Paris, France. The principal business address of AXA is 25, avenue Matignon, 75008 Paris, France. The principal business address of AXA Financial, Inc. is 1290 Avenue of the Americas, New York, New York 10104.

(3)

Based solely on information reported on a Schedule 13G/Amendment No. 3 filed with the Securities and Exchange Commission on February 14, 2005, by FMR Corp. Includes 40,630,091 shares beneficially held by FMR Corp., 2,139,576 shares for which it possesses sole voting power and 40,630,091 shares for which it possesses sole dispositive power.

(4)

Based solely on information reported on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005 by Prudential Financial, Inc. Includes 16,846,920 shares beneficially held by Prudential Financial, Inc., 1,097,598 shares for which it possesses sole voting and dispositive power and 15,749,322 shares for which it possesses shared voting and dispositive power. Also includes 16,825,949 shares beneficially held by Jennison Associates LLC based solely on information reported on a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2005 by Jennison Associates LLC Includes 16,825,949 shares beneficially held by Jennison Associates LLC, 15,859,297 shares for which it possesses sole voting power and 16,825,949 shares for which it possesses shared dispositive power. Prudential Financial, Inc. is a parent holding company and direct or indirect parent of Jennison Associates LLC.

(5)

Dr. Sehat Sutardja and Ms. Dai are husband and wife. Consists of 1,362,500 shares subject to stock options held by Dr. Sutardja that are currently exerciseable or will become exerciseable within 60 days after April 15, 2005; 858,333 shares subject to stock options held by Ms. Dai that are currently exerciseable or will become exerciseable within 60 days after April 15, 2005; 28,236,158 shares of which Dr. Sutardja and Ms. Dai share voting and dispositive power; and 10,526,667 shares held by the Sutardja Family Partners of which Dr. Sutardja and Ms. Dai are the general partners.

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(6)

Includes 617,500 shares subject to stock options that are currently exerciseable or will become exerciseable within 60 days after April 15, 2005.

(7)

Includes 328,412 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 15, 2005.

(8)

Includes 108,000 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 15, 2005. Includes 101,592 shares held by InveStar Capital, Inc. Mr. Chang is the President of InveStar Capital, Inc. Mr. Chang disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any.

(9)

Includes 108,000 shares subject to stock options that are current exercisable or will become exercisable within 60 days after April 15, 2005.

(10)

Includes 62,000 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 15, 2005, as well as 30,000 shares owned by the Gray Family Trust.

(11)

Includes 66,066 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 15, 2005.

(12)

Includes 3,510,811 shares subject to stock options that are currently exercisable or will become exercisable within 60 days after April 15, 2005.

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BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD