Cypress Semiconductor Corporation
DATE: TO: COPY: FROM: SUBJECT: Background March 27, 2013 T. J. Rodgers, President, and CEO For eyes only Vibha Kant, Vice President – Investor Relations REVIEW OF RESPONSE LETTER TO SISTER DORIS

On April 23, 1996, Cypress received a letter from the Sisters of St. Francis of Philadelphia. The latter is a religious congregation of approximately 1,000 women and was, at the time the letter was written, the beneficial owner of a number of Cypress shares. The letter was a form letter, and it carried the stamped signature of Doris Gormley, OSF. In the letter, Sister Doris, speaking for the Sisters of St. Francis of Philadelphia as a Cypress shareholder, expressed the view that a company "is best represented by a Board of qualified Directors reflecting the equality of the sexes, races, and ethnic groups." The letter went on to say that it is the congregation's policy "to withhold authority to vote for nominees of a Board of Directors that does not include women and minorities." In response to the letter, an individual wrote an argument in defense of our current selection process. On top of this defensive argument, the writer outlined the pitfalls associated with investors questioning our practices on the grounds of creating “responsible corporations”. This response letter is detailed and outlines facts and figures to support its claims concerning these pitfalls. Yet, this letter espouses its point using a confrontational tone and terminology designed to insult the intended audience. The individual has also proposed sending this letter to all Cypress shareholders and a select group of sympathetic veterans of the affirmative-action debate. Discussion The response letter can be broken down into three parts. The first part is outlines the current selection process for the board of directors as well as details supporting the