Officers Certificate 2027 Notes February 2019.022019

2

Deborah Wussler Microchip Technology Inc

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OFFICERS' CERTIFICATE
February 21, 2019
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 1.625% Convertible Senior Subordinated Notes due 2027 (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 10.2925.
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 5.1462.
4. Additionally, the maximum conversion rate, Additional Shares, Stock Price and each of the thresholds described in Section 14.03 of the Indenture have been similarly adjusted.
5. The adjustment to the Conversion Rate is required because The Company's Board of Directors declared a quarterly cash dividend to its stockholders of $0.3650 per share (the "Cash Dividend"). The Cash Dividend is payable on March 7, 2019 to stockholders of record of the Company on February 21, 2019 (the "Record Date"). The adjustment became effective immediately after the open of business on February 20, 2019 (the "ExDividend Date").
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: Vice President, 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