SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

SEMTECH CORPORATION

Semtech Corporation

(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Semtech Corporation

200 Flynn Road

Camarillo, California 93012-8790

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 5, 200310, 2004

To our Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of Semtech Corporation will be held at the Hyatt Westlake Plaza, 880 S. Westlake Boulevard, Westlake Village, California 91361 (Westlake Village Boulevard exit off the 101 Freeway) on Thursday, June 5, 200310, 2004 at 1:00 p.m., Pacific Daylight Savings time, for the following purposes:

The record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting was the close of business on April 18, 2003.23, 2004. Holders of a majority of the outstanding stock must be present in person or by proxy in order for the meeting to be held.

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.A return envelope is enclosed for your convenience.

This Proxy Statement, proxy and the Company’s Annual Report to Stockholders are being mailed on or about May 8, 2003.5, 2004.

May 2, 2003Suzanna Fabos

Secretary

April 29, 2004

Camarillo, California

SEMTECH CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

June 5, 200310, 2004

PROXY STATEMENT

The Board of Directors (“Board”) of Semtech Corporation (the “Company”) 200 Flynn Road, Camarillo, California, 93012-8790, furnishes this Proxy Statement in connection with its solicitation of proxies to be voted at the Annual Meeting of Stockholders to be held at the Hyatt Westlake Plaza, 880 S. Westlake Boulevard, Westlake Village, California 91361 (101 Freeway, exit Westlake Boulevard) on Thursday, June 5, 200310, 2004 at 1:00 p.m., Pacific Daylight Savings Time, or at any adjournments or postponements thereof. The Company is paying the cost of this solicitation of proxies. The mailing of proxy materials will commence on or about May 8, 2003. The following5, 2004.

Here is some important information in a question-and-answer format regarding the Annual Meeting and this Proxy Statement.Statement:

What am I voting on?

(1) To elect seven directors (Mr. John Poe, Mr. Rockell Hankin, Mr. Glen Antle, Mr. James Burra, Mr. James Lindstrom, Gen. John Piotrowski USAF(Ret.), and Mr. James Schraith) to hold office until the next Annual Meeting or until their successors are duly elected and qualified. (2) To ratify the appointment of Ernst & Young LLP as the independent public accountant for the Company.

Who is entitled to vote?

Stockholders as of the close of business on April 18, 200323, 2004 (the “Record Date”) are entitled to vote atand are entitled to attend the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held on the Record Date. Stockholders do not have the right to cumulate votes. These stockholders can also attend the Annual Meeting.

How do I vote?

SignIndicate your voting preferences on the proxy, sign and date each proxy you receiveit, and return it in the prepaid envelope. If you return your signed proxy but do not indicate your voting preferences, we will vote FOR the two proposals on your behalf. You have the right to revoke your proxy any time before the meeting by (1) notifying the Company’s Secretary, or (2) returning a later-dated proxy. You may also revoke your proxy by voting in person at the meeting.

What does it mean if I get more than one proxy card?

It means you hold shares registered in more than one account. Please sign andYou must return all proxies to ensure that all your shares are voted.

Who will count the vote?

Representatives of Mellon Investor Services will tabulate the votes and act as inspectorsinspector of election.

What constitutes a quorum?

A majority of the outstanding shares present or represented by proxy constitutes a quorum for the Annual Meeting. As of the Record Date, 73,777,72775,381,537 shares of Semtech Corporation common stock were issued and outstanding. Proxies submitted by brokers that do not indicate a vote for some of the proposals because the holders do not have discretionary voting authority and have not received instructions from the beneficial owners on how to vote on those proposals are called “broker non-votes.” Abstentions and “broker non-votes” are each included in the determination of shares present and voting, with each tabulated separately. Abstentions are counted in tabulations of votes cast on proposals presented to the stockholders, whereas broker non-votes are not counted for purposes of determining whether a proposal has been approved.

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How many votes are needed for approval of each item?

Directors will be elected by a plurality of the votes cast in person or by proxy at the Annual Meeting, meaning the seveneight nominees receiving the most votes will be elected directors. A stockholder may not cumulate his or her votes for individual directors. The selection of our independent public accountantsaccountant will be ratified if a majority of the votes present in person or by proxy are voted in favor of the proposal.

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What percentages of stock do the directors and officers own?

Together, they own approximately 9.1% of Semtech common stock as of January 26, 2003. (See25, 2004. See the section titled “Beneficial Ownership of Securities”).

Who are the largest principal shareholders?

The chart in the section titled “Beneficial Ownership of Securities” sets forth each owner of greater than 5% of the Company’s common stock.

When are shareholder proposals for the 2004 meeting due?

To be considered for inclusion in next year’s Proxy Statement, stockholder proposals must be submitted in writing by January 9, 2004, to the Company’s Secretary, 200 Flynn Road, Camarillo, California 93012-8790. In addition, notice of a stockholder proposal submitted other than in the Company’s Proxy Statement would be considered untimely if not received by the Company by March 24, 2004. Copies of the Bylaws are available to stockholders free of charge upon request to the Company’s Secretary.

How do I receive additional copies of these proxy materials?materials or obtain a copy of the Company’s Bylaws?

Any stockholder desiring additional proxy materials or a copy of the Company’s Bylaws should contact David Franz,Suzanna Fabos, Secretary, Semtech Corporation at (805) 498-2111.498-2111 or 200 Flynn Road, Camarillo, California 93012-8790.

What are the Board’s recommendations?

The Board recommends a vote:

We undertake to provide upon written request and without charge a copy of the Company’s annual report on Form 10-K for the fiscal year ended January 25, 2004, including financial statements and financial statement schedules, to any person whose proxy is solicited by this statement. Written requests should be directed to Suzanna Fabos, Secretary, 200 Flynn Road, Camarillo, California 93012-8790.

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ELECTION OF DIRECTORS

(Proposal No. 1)

SevenEight directors are to be elected at the Meeting, each to serve until the following annual meeting or until a successor is elected and qualified. Messrs. Poe, Hankin, Antle, Burra, Lindstrom, Piotrowski and Schraith were elected to their present terms of office by the stockholders. During 2002, Mr. Orbuch retired as a director of the Company. The By-lawsBylaws of the Company were amended to fix the number of directors at seven. Messrs. Antle, Lindstromeight and Gen. Piotrowski were elected toMr. Carlson joined the Board on December 5, 2002 to fillas of October 6, 2003 by vote of the vacancies.Board. All of the nominees have consented to be named and have indicated their intent to serve if elected. Unless a proxy directs otherwise, it is intended that the proxies solicited by management will be voted for the election of the nominees listed in the following table. If any nominee should refuse or be unable to serve, the proxyholders will vote the shares for such other person, if any, as shall be designated by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW:

NOMINEES FOR DIRECTORS

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CERTAIN INFORMATION CONCERNING OURABOUT THE BOARD OF DIRECTORS

Independence

The CompanyBoard is comprised of a majority of independent Directors. The Board has a standing Compensationdetermined that Directors Antle, Burra, Hankin, Lindstrom, Piotrowski and Schraith are independent under the Marketplace Rules of The NASDAQ Stock Option CommitteeMarket, Inc. (“NASDAQ”), as well as in the assessment of the Board. Directors Poe and an Audit Committee. The Company does not have a separately standing nominating committee; nominating functionsCarlson are handledor were recently employed by the CompensationCompany and Stock Option Committee,thus do not meet the independence standards.

Code of Conduct

The Board has adopted a written Code of Conduct that applies to the Directors and everyone in the Company, including the Chief Executive Officer and Chief Financial Officer. The Code of Conduct is the Company’s written code of ethics under NASDAQ and Securities and Exchange Commission (“SEC”) rules and has been filed with the SEC as discussed below. Exhibit 14 to the Company’s Form 10-K for fiscal year 2004.

Meetings

During the Company’s last fiscal year, the Board of Directors held fourfive regular meetings and twothree special meetings. During such fiscal year, each of the incumbent Directors attended 75% or more of the sum of the number of such meetings plus the number of meetings of the committees of which such person was a member. The average attendance by current directors was over 95%. During fiscal year 2003,2004, the Board of Directors also conducted some business by resolution without meeting, as provided in the Company’s Bylaws. It is expected that the Board will meet on a regular basis during the ensuing year.year and the Board has adopted a resolution calling for the independent directors to meet quarterly in executive sessions to be held following regularly scheduled Board meetings.

Attendance at Annual Meeting

All of the nominees for Director at the Annual Meeting of Stockholders held in June 2003 were in attendance. The following policy has been adopted by the Board: The Company considers attendance at the Annual Meeting of Stockholders to be a fundamental duty of each Board member, as it provides an opportunity for shareholders to communicate directly with the Directors about issues affecting the Company. Therefore, it is the policy of Semtech Corporation that Board members attend the Annual Meeting of Stockholders unless health, family or other important personal matters prohibit such attendance.

Committees

The Board has a standing Compensation Committee and a standing Audit Committee. The Board does not have a standing nominating committee. Nominating functions will be handled by anad hoc Nominating Committee.

Compensation and Stock Option Committee

The Compensation and Stock Option Committee, (“Compensation Committee”),which met four times during fiscal year 2004, is currently comprised of Directors Antle, Piotrowski and Schraith. Mr. Orbuch served onDirector Schraith serves as chairman. The Board has determined that each member of the Compensation Committee prior to his retirement and Mr. Burra and Mr. Hankin served on the Compensation Committee for most of fiscal year 2003, terminating their service when committee appointments were realigned on December 5, 2002.is independent as defined by NASDAQ rules. The Compensation Committee met five times during fiscal year 2003. The Compensation Committee’sdetermines the compensation of the Chief Executive Officer and all other executive officers, in accordance with NASDAQ rules. Its responsibilities also include monitoring the performance of the Company’s key executives; reviewing and approving executive compensation, including bonus and other incentive compensation; reviewing the Company’s management succession plan; assessing the Company’s overall compensation and benefit structure; and administering certain of the Company’s benefit plans and the Company’s stock option plans and certain of its benefit plans. The

During fiscal year 2004 and until committee responsibilities were realigned in the first quarter of fiscal year 2005, the Compensation Committee was also makesresponsible for making recommendations to the Board of Directors regarding the size and composition of the Board and the various Board Committees, reviewscommittees, reviewing the qualifications of potential director candidates and makesmaking recommendations to the Board with respect to nominees to be submitted to the stockholders or to be elected by the Board to fill vacancies and newly created directorships, and recommendsrecommending assignment of specific directors to specific committees. The CompensationIn the future, these functions will be carried out by anad hoc Nominating Committee, will consider stockholder suggestions for nominees for director (other than self-nominations) that are submitted in writing to the Secretary of the Company and include the candidate’s qualifications.as discussed below.

Audit Committee

The Audit Committee is currently comprised of Directors Hankin, Burra, and Lindstrom. Mr. Orbuch served onLindstrom, with Director Hankin serving as chairman. The Board has determined that each member of the Audit Committee prior to his retirementis independent as defined by NASDAQ and Mr. Schraith served on the Audit Committee from July 22, 2002 through December 5, 2002. SEC rules. The Board has also determined that Directors Hankin, Burra, and Lindstrom are financially sophisticated as defined by NASDAQ rules and audit committee financial experts as defined by SEC rules.

The Audit Committee met sevenfive times during fiscal year 2003, including special meetings that ultimately led to the Company’s dismissal of Arthur Andersen LLP as the Company’s independent public accountant and the engagement of Ernst & Young LLP in that role. See the section titled “Change of Independent Public Accountant” later in this report.2004. The Audit Committee’s responsibilities include administeringappointing and overseeing the engagement of the Company’s independent accountant; reviewing the scope and results of the audit conducted

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by the independent accountant; reviewing the Company’s significant accounting and financial reporting policies; reviewing the independent accountant’s assessment of the adequacy of the Company’s financial systems andinternal controls; and reviewing and approving the financial statements to be included in the Company’s Annual Report on Form 10-K. The Audit Committee meets periodically with the Company’s independent accountant without the presence of Company management. The Audit Committee was recently designated by the Board to serve as the Qualified Legal Compliance Committee, within the meaning of Section 205 of the SECs Standards of Professional Conduct for Attorneys. The current responsibilities of the Audit Committee are more fully described in the Audit Committee’sits written charter, the last revision of which was approvedadopted by the Board of Directors in fiscal year 2001 andApril 2004. The revised charter is included as Appendix A to this Proxy Statement. The Committee has also adopted a policy regarding pre-approval of services to be provided by the Company’s independent public accountant, which is described under the heading “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services “ on page 20, and procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, which are described under the heading “Contacting the Board of Directors” on page 8.

Ad HocNominating Committee

During the first quarter of fiscal year 2005, the Board realigned committee responsibilities. Nominating functions will now be carried out by anad hoc Nominating Committee rather than by the Compensation Committee. When needed, the Nominating Committee will be appointed by the Chairman of the Board from among the independent directors. The work of the Nominating Committee generally is not spread throughout the year and selecting its members closer to the time the work begins, rather than almost a year in advance, will facilitate the functioning of the Committee by ensuring all members have ample time to devote to the task. In lieu of a charter, the Board has adopted resolutions addressing Nominating Committee matters. These resolutions are attached to this Proxy Statement for the Company’s Annual Meeting held in May 2001.as Appendix B.

Board of Directors Compensation

In 1998, the directors who are not also employees of our Company were converted from a cash compensation program to 100% equity based compensation. On July 15, 1998 each non-employee director received a stock option grant that vestsvested pro-rata over five years. This option grant was to compensate the non-employee directors for their service over the five-year period of July 15, 1998 to July 15, 2003 and was granted in lieu of cash compensation. This plan was developed by an independent consulting firm, and was set-upestablished to align the interests of the Board with those of stockholders, to reduce the expense associated with directors’ compensation and to attract and retain high quality directors.

In continuation of this policy, on December 5, 2002, a stock option grant was made to each then non-employee director in lieu of a cash retainer and meeting fees for the period July 15, 2003 through July 15, 2008. The number of options was computed by multiplying the forgone cash compensation over the five-year period by four (multiplier), and then dividing that amount by the Company’s stock price on the date of grant, to compute the number of options to be granted. The multiplier was set to recognize the relative risk of taking stock options, compared to cash compensation. As a result, Director Hankin, Vice-Chairman of the Board, was granted 46,047 stock options, and Directors Antle, Burra, Lindstrom, Piotrowski and Schraith were each granted 30,698 stock options. During fiscal 2003, the non-employee directors of our Company were not paid any cash compensation for their services, except that a bridgeA cash retainer of $12,500 was paid to each new directorof the Directors who first joined the Board on December 5, 2002 (Directors Antle, Lindstrom and Piotrowski) for services from their date of election through July 14, 2003, the beginning of the vesting period for the options described above. Twenty percent of these options vest

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each year, but the annual vesting will not occur, and that portion of the award will be forfeited, if a Director does not attended three of the four most recent regularly scheduled meetings for that year, with certain exceptions.

The directors who first joined Director Poe’s status changed to that of a non-employee Director in October 2003. In lieu of cash retainers and meeting fees for the Board on December 5, 2002 were also awardedperiod from October 6, 2003 through July 15, 2008, Director Poe was granted an initial grantoption for 45,960 shares of 10,000the Company’s stock, options that will vest 25%based on the first, second, third,same formula used for the December 2002 grants to other non-employee directors and fourth anniversariestaking into consideration the leadership role of electionthe Chairman. The vesting schedule and other terms and conditions of his options are the same as those applicable to the Board.options granted to the other non-employee directors for service through July 15, 2008.

Each January 1 and July 1, each non-employee director also receives a stock option grant to purchase 5,000 shares at the market price as of the date of grant. These options, and all options awarded to non-employee directorsnon-employees for service as a director during fiscal year 2003,2004, are governed by the terms of the Company’s Long Term Stock Incentive Plan, which was approved by the stockholders in June 1998 and is on file with the Securities and Exchange Commission.SEC.

Non-employee directors are also reimbursed for expenses related to Board membership and are covered by the travel accident policy maintained by the Company for officers and employees. Directors who are Company employees are not paid fees or additional compensation for attending Board or committee meetings. Mr. PoeCarlson is currently the only employee serving on the Board.

In addition to the compensation provided to outside directors generally, the following arrangements were made with Mr. Poe upon his termination of employment and change to non-employee Director status in October 2003:

He is entitled to continue participation in Company-sponsored medical and dental plans on an individual or family basis, as he elects, until he reaches the age of sixty-five. The Company is not obligated to provide any insurance not available to Company

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employees generally and the allocation of premiums between the Company and Mr. Poe will be calculated in the same manner as for Company employees generally. Mr. Poe will pay his allocated portion of the premiums on an annual basis.

Should Mr. Poe leave the Board in good standing prior to the final vesting date for employee stock options awarded to him prior to October 6, 2003, and if he so requests, the Company will employ him on a part time basis from the date he ceases to be a Director until September 21, 2007 on such terms and conditions as the Compensation Committee may then establish.

The Company will continue to provide to Mr. Poe, without charge, a computer, cell phone and similar items for use on Company business.

Compensation Committee Interlocks and Insider Participation

Directors Antle, Piotrowski and Schraith currently comprise the Compensation Committee. Mr. Orbuch served on the Compensation Committee prior to his retirement and Mr. Burra and Mr. Hankin served on the Compensation Committee for most of fiscal year 2003. No member of the Compensation Committee was, during fiscal year 2003,2004, an officer or employee of the Company or any of its subsidiaries; or was formerly an officer of the Company or any of its subsidiaries. During fiscal year 2003,2004, no executive officer of the Company served as an executive officer, director or member of the compensation committee (or other board committee performing equivalent functions, or in the absence of such committee, the entire board of directors) of another entity, one of whose executive officers served as a member of the Compensation Committee or as a director of the Company.

7CONTACTING THE BOARD OF DIRECTORS

Nomination of Candidates for the Board of Directors

The Nominating Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions for the 2005 Annual Meeting must be received no later than December 31, 2004; must otherwise be made in accordance with the procedures set forth in Section D of Appendix B to this Proxy Statement; and must include all information specified in that section. The Nominating Committee will only consider candidates who satisfy the Company’s minimum qualifications for director, as set forth in Appendix B, including that directors represent the interests of all stockholders. One of the factors that will be taken into account in considering a stockholder recommendation is the size and duration of the recommending stockholder’s ownership interest in the Company and whether the stockholder intends to continue holding that interest through the annual meeting date. Stockholders should be aware that it is the general policy of the Company to re-nominate qualified incumbent directors and that, absent special circumstances, the Nominating Committee will not consider other candidates when a qualified incumbent consents to stand for re-election. See Appendix B for more information on the nominating process.

Shareholder Proposals

The Company must receive stockholder proposals for the 2005 Annual Meeting no later than January 5, 2005 in order to be considered for inclusion in the Company’s proxy materials. Furthermore, proposals by stockholders submitted outside the process of Rule 14a-8 under the Securities Exchange Act of 1934 will be considered untimely and ineligible to properly come before the Company’s 2005 Annual Meeting if such proposal is not received by the Company by March 21, 2005. Stockholder proposals must be submitted in writing to the Company’s Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012-8790.

Accounting Matters

The Audit Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”). Employees with concerns regarding Accounting Matters may report their concerns in writing to the Chief Financial Officer, Chief Executive Officer or the Corporate Counsel. Employees may also report concerns regarding Accounting Matters anonymously directly to the Audit Committee via the confidential reporting system maintained by the Company. Non-employee complaints regarding Accounting Matters may be reported by writing to the Audit Committee c/o the Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California 93012-8790.

Other Business Matters

A process for security holders to send communications to the Board, including procedures for collecting, organizing, and otherwise handling such communications, has been adopted by a majority of the independent members of the Board. Security holders may communicate with the Board, or any Committee or Director, about Company business by writing to such party in care of the Company Secretary at the Company’s headquarters at 200 Flynn Road, Camarillo, California, 93012-8790. Security holders are encouraged to include evidence of their holdings with their communications.

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PERFORMANCE GRAPH

Comparison of Five Year Cumulative Total Return

This chart and graph show the value of a $100 cash investment on the last day of our 1999 fiscal year in (i) the Company’s Common Stock, (ii) the NASDAQ Stock Market—U.S., and (iii) the NASDAQ Electronic Components Stocks. All values assume reinvestment of all dividends and are calculated as of the last day of each of our fiscal years. Note that historic stock price performance is not necessarily indicative of future stock price performance.

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BENEFICIAL OWNERSHIP OF SECURITIES

The chart below indicates the number of shares owned by each person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock. All information regarding shareholders who are not directors or officers is based on the Company’s review of information filed with the Securities and Exchange CommissionSEC on Schedule 13G. The information provided to the Securities and Exchange CommissionSEC is as of December 31, 2002.2003.

This chart also shows the number of shares held as of January 26, 2003,25, 2004, and stock options exercisable within 60 days of such date, by each director, each executive officer named in the Summary Compensation Table below and by all directors and executive officers as a group.

* Less than 1%

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dispositive and voting power with respect to 8,300 shares, and (c) FPCG has sole dispositive and voting power with respect to 1,093,203 shares. FRI also reported that FPCG may hold some of the shares under “wrap fee” investment management arrangements under which the underlying client may retain the power to vote the shares and, to the extent any underlying clients retain voting power, FPCG disclaims sole power to vote those shares. FRI, FA, FPCG, FTCI and Charles B. Johnson and Rupert H. Johnson, Jr., principal shareholders of FRI, disclaim any economic interest in or beneficial ownership of the reported shares.

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EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Mr. Carlson joined Semtech in November 2002 as President and Chief Operating Officer. He was elected Chief Executive Officer and a Director of the Company in October 2003. He was previously employed by Cirrus Logic, Inc. as Vice President & General Manager for the Crystal Product Division (2001-2002) and the Consumer Products & Data Acquisition Division (1999-2001). He was formerly President and Chief Operating Officer of Audiologic, Inc. and was a co-founder of Resound Corporation. He is the sole Director of our wholly-owned subsidiaries Semtech Limited, Semtech Corpus Christi Corporation, Semtech New York Corporation and Semtech San Diego Corporation. He also serves as President of Semtech Corpus Christi Corporation and Semtech New York Corporation.

Mr. Franz was elected Vice President of Finance and Chief Financial Officer and Secretary when he joined us in August 1993.1993 and also served as Secretary until November 2003. Prior to joining the Company, Mr. Franz was employed by Teradata Corporation, Wickes Companies and Arthur Andersen LLP. He serves as a director of Semtech (International) AG and Semtech Switzerland GmbH, our wholly-owned subsidiaries in Switzerland, and as an officer of severalsome of our other wholly-owned subsidiaries.

Mr. CarlsonGiraudo joined Semtechthe Company in November 2002April 2004 as President and Chief Operating Officer. From 1999 to September 2002, heHe was employed by Cirrus Logic, Inc.TelASIC as Chief Executive Officer and President from 2001 through 2003. He was employed by Atmel Corporation from 1989 to 2001, last serving as Vice President &and General Manager forof the Crystal Product Division (2001-2002)RF wireless division. Mr. Giraudo has also been employed by Honeywell, NCR Corporation and the Consumer Products & Data Acquisition Division (1999-2001). He was formerly President and Chief Operating Officer of Audiologic, Inc., where he was employed from 1994 to 1999. Mr. Carlson was a co-founder of Resound Corporation where he worked from 1987-1994.IBM.

Mr. Peterson was appointed Vice President of Sales and Marketing in January 2002. He joined the Company in August 2000 as Vice President of North American Sales. Mr. Peterson worked for Advanced Micro Devices for 13 years, where he last served as Director of Sales, and has also been employed by Texas Instruments.

Mr. Shaw was appointed Vice President of Worldwide Operations in Dec 2000. He has worked for the Company in various manufacturing roles since March 1991 and was previously employed by Philips Semiconductor PLC.

Mr. Necar was appointed Vice President of Business Development in November 1999. He joined us in 1997 as Director of Business Development. Mr. Necar previously held engineering and marketing management positions with Exar and Interdesign.

Mr. Drucker joined us as a result of the October 1997 acquisition of Edge Semiconductor, where he was Director of Operations. He was appointed Vice President, Test and Measurement Products in January 2002. He was previously employed by Brooktree, Analog Devices, and Westinghouse Electric. He also serves as President of Semtech San Diego Corporation, one of our wholly-owned subsidiaries.

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Mr. King was appointed Vice President of Engineering, Portable Products in February 2004. He joined usthe Company as ourthe North Carolina Design Center Manager in April 1998 and was named Vice President of Portable Products in April 2001. He was employed by Harris Semiconductor for 10 years, most recently as an Engineering Manager. He has also been employed by Texas Instruments.

Mr. Yeow was appointed Vice President of Business, Portable Products in February 2004. He joined us in December 1999 as Director of Marketing, Portable Products. Mr. Yeow previously held management and engineering positions at ON Semiconductor, Motorola and GM-Hughes Electronics.

Mr. Pohlman was named Vice President of Protection Products in December 1998 and has been an elected officer since June 2000.1998. He has worked for the Company in various engineering roles since February 1988. Mr. Pohlman was previously employed by Supertex Inc., Fairchild Camera and Instrument, Inc., and National Semiconductor in various technical and managerial roles.

Mr. Wilson was appointed Vice President of Desktop and Telecom Power Products in May 2001. Mr. Wilson joined us as the result of the 19961995 acquisition of ECI Semiconductor where he was Vice President and Chief Operating Officer. He has more than 20 years experience in the semiconductor industry in a broad range of technical and management positions.

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Mr. Bauer was appointed Vice President of Human Resources in May 2002. He was Vice President Human Resources at Line 6 Inc. from 2000 to 2001, Vice President Human Resources & Administration at eLinkCommerce.com during 2000, and Vice President, Human Resources & Facilities at Xircom, Inc. from 1995 to 2000. He has also held Human Resourceshuman resources positions at L.A. Gear and ARCO Products Company. He also serves as an officer of some of our wholly-owned subsidiaries.

Mr. Kelly joined the Company in 1997 as Director of Advanced Communications. He has also been employed by Brooktree/Rockwell, Intel Corporation, GTE Microcircuits, General Instruments Microelectronics, and Honeywell Computer.

Mr. Baumann joined Semtech in October 1993 and has been anwas elected officer and Treasurer since Junein 1994. Prior to joining Semtech, he held financial related positions with NCR Corporation and Teredata Corporation. He also serves as an officer of some of our wholly-owned subsidiaries.

Ms. Fabos joined us as Corporate Counsel in April 2000 and was elected Assistant Secretary in June 2000.2000 and Secretary in November 2003. She had been employed in the legal department of Lockheed Martin Corporation for twelve years, where her last post was as Assistant General Counsel – Finance. She has also been employed by Owens-Illinois, Inc. and Coopers & Lybrand. She also serves as an officer of some of our wholly-owned subsidiaries.

All personnel listed above are employed on at-will basis. The Board of Directors elects officers annually and those elected serve at the discretion of the Board.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, officers and holders of more than 10% of the Company’s Common Stock to file with the Securities and Exchange CommissionSEC initial reports of ownership and reports of changes of ownership of Common Stock and other equity securities of the Company. Based solely on its review of the forms received by it, or written representations from reporting persons that they were not required to file a Form 5, the Company believes that, with respect to transactions during the fiscal year ended January 26, 2003,25, 2004, its officers and directors complied with all Section 16(a) filing requirements, except as noted below. The Company’s non-employee directors receive automatic stock option grants on January 1 and July 1 each year. Due to a vacation absence and administrative oversight in the Company’s legal department, Form 4’s for January 1, 2003 stock option grants were electronically filed one day late for Directors Antle, Burra, Lindstrom, and Piotrowski and filed two days late for Directors Hankin and Schraith. Thus, each of these directors had one late report for one transaction.requirements.

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EXECUTIVE COMPENSATION

The following table shows information regarding total compensation paid to theeach person who served as Chief Executive Officer during fiscal year 2004 and each of the four other mostly highly compensated executive officers of the Company during fiscal year 2004 (collectively, the “Named Executive Officers”) for services rendered to the Company in all capacities during each of the past three fiscal years:

SUMMARY COMPENSATION TABLE

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OPTION GRANTS IN LAST FISCAL YEAR

This table gives information about stock options we granted during fiscal 2003year 2004 to the Named Executive Officers, including potential realizable values. The actual amount realized upon exercise of stock options will depend upon the amount by which the market price of common stock on the date of exercise is greater than the exercise price. If the stock price does not increase above the exercise price at the time of exercise, realized value to the named executives from these options will be zero.

There is no assurance that the hypothetical present value of stock options presented in the table above represent the actual values of the options, and the hypothetical values shown should not be viewed as our predictions of the future value of the Company’s common stock.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL

YEAR AND FISCAL YEAR-END OPTION VALUES

The following table shows, as to the Named Executive Officers, information concerning stock options exercised during the fiscal year ended January 26, 2003,25, 2004, the number of unexercised options and the value of “in-the-money” unexercised options.

(1) Based on the $13.09 per share closing price of the Company’s common stock on the NASDAQ National Market System on Friday, January 24, 2003.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information with respect to shares of common stock that may be issued under our equity compensation plans as of January 26, 2003.

Equity compensation plans not approved by security holders include the Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan that was approved by our board of directors in fiscal year 2000. The Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan allows for the issuance of options for up to 8,000,000 shares of the Company’s common stock to non-directors and non-executive officers of the Company. This number has been adjusted for stock splits and under the terms of the plan is subject to further adjustment in the event that the number of outstanding shares of the Company’s common stock are adjusted by reason of a stock split, stock dividend, or the like. Further, any shares granted under the plan that are forfeited back to the Company because of a failure to meet an award contingency or condition are available for delivery pursuant to new awards granted under the plan. All securities remaining available for future issuance under equity compensation plans not approved by security holders are related to the Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan.

Included in the outstanding options portion of equity compensation plans not approved by security holders are non-plan grants of options to our non-employee directors that occurred in fiscal year 1998 and a non-plan grant of inducement options, within the meaning of NASDAQ rules, to Jason Carlson, our President and Chief Operating Officer, as a recruitment incentive in fiscal year 2003.

The material features of the Non-Director and Non-Executive Officer Long-Term Stock Incentive Plan and the non-plan grants referred to above are substantially similar to the material features of the plans that have been approved by shareholders. See Note 12. “Stockholders’ Equity” to the financial statements included in our Form 10-K for fiscal year 2003.

14

PERFORMANCE GRAPH

Comparison of Five Year Cumulative Total Return

This chart and graph show the value of a $100 cash investment on the last day of our 1998 fiscal year in (i) the Company’s Common Stock, (ii) the NASDAQ Stock Market - U.S., and (iii) the NASDAQ Electronic Components Stocks. All values assume reinvestment of all dividends and are calculated as of the last day of each of our fiscal years. Note that historic stock price performance is not necessarily indicative of future stock price performance.

15

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE

Compensation Policies for Executive Officers

TheIn the Compensation Committee administersCommittee’s role of overseeing the Company’s compensation and stock option programs. One of the roles of the Compensation Committee is to review and to approve compensation and benefit policies, applicableit is responsible for reviewing and approving the nature and amount of compensation paid to the Company’s executive officers, administering and making awards under the Company’s stock option programs, and approving and evaluating performance-based goals related to the incentive compensation of certain executive officers. The Compensation Committee consists entirely of Directors who are not officers or employees“independent directors” under NASDAQ rules, “non-employee directors” as defined in SEC Rule 16b-3, and “outside directors” as defined in Section 162(m) of the Company and who are otherwise “independent” under NASDAQ rules.Internal Revenue Code.

The Compensation Committee believes that a fair and motivating compensation program plays a critical role in the performance of the Company and, to that end, it reviews the program on an ongoing basis to evaluate its continued effectiveness. The Compensation Committee’s policies are developed:designed to

The Company’s overall financial performance is a significant consideration in establishing total compensation for the executive officers. In theThe Compensation Committee’s view,Committee believes that at the executive officer level, a greater proportion of total compensation should consist of variable, performance-based components, such as bonuses, which can increase or decrease to reflect changes in corporate and individual performance. These incentive compensation programs are intended to reinforce management’s commitment to enhancement ofenhancing profitability and stockholder value.

The Compensation Committee also evaluates the Company’s total compensation package in light of those of other analog and mixed-signal semiconductor companies of comparable size. Data from the competitive marketplace are employed to ensure that the Company’s executive compensation program as a whole is within the broad middle range of comparative pay for similar sized companies. The Compensation Committee does not target a specific position in the range of comparative data for each individual

16

or for each component of compensation. When deemed appropriate by the Compensation Committee, independent compensation and benefits consultants are retained to assist in evaluating the Company’s executive compensation programs. This provides additional insight and assurance that the programs are reasonable and appropriate to the Company’s objectives. Individual compensation for each executive officer is established by considering the comparative data and other relevant factors such as level of responsibility, prior experience, and the Compensation Committee’s subjective judgment as to the individual’s contribution.

Compensation Components

The Company’s executive compensation program has base salary, bonus, and equity-based compensation as its threethe following principal components.

insurance products were severed.

16

Chief Executive Officer Compensation

As a matter of Committee policy and in accordance with NASDAQ rules, the Chief Executive Officer is not present during Committee votes or deliberations concerning his compensation.

Mr. Poe

During fiscal year 2004, Mr. Poe served as the Company’s CEO through October 6, 2003. In accordance with the compensation philosophy stated above and the Company’s results, Mr. Poe’s base salary during fiscal year 20032004 was $375,000, which was the same base salary he earned during fiscal year 2002.years 2002 and 2003. His base salary iswas designed to be competitive with base salaries paid to other chief executive officers of corporations with similar revenues and scope of operations.

17

The Compensation Committee establishesapproves performance goals and objectives for the CEO each quarter and also assesses his accomplishment of previously established objectives on a quarterly basis. Company performance is a significant portion of each quarter’s objectives, with the remaining elements reflecting matters most important to the Company. This process is the basis for determining the amount of any bonus awarded to the CEO. During fiscal year 2003,2004, Mr. Poe received a bonus of $54,900$120,000 based upon his performance during fiscal year 2002.2003. This bonus was paid $41,175$90,000 in cash, with the remaining $13,725$30,000 paid in the form of 1,7288,996 stock options. This bonus was 18%40% of Mr. Poe’s targeted bonus for fiscal year 2002.2003. For fiscal year 2003,2004, Mr. Poe earned a bonus of $120,000,$61,968, which was 40%30% of target.his targeted pro-rated bonus. This bonus was paid to Mr. Poe elected to receive 25%in cash during the first quarter of this bonus in stock options. As a result, on February 20, 2003,fiscal year 2005.

During the portion of fiscal year 2004 Mr. Poe was granted options to purchase 8,996 shares of the Company’s common stock at a price of $13.34. The remaining $90,000 was paid in cash in February 2003.

As to the third component of compensation, during fiscal year 2003,served as Chief Executive Officer, the Compensation Committee granted Mr. Poehim 60,000 stock options with an exercise price at fair market value as of the date of the grant. During fiscal year 2004, the Company contributed $113,288 on Mr. Poe’s behalf to the old executive life insurance program.

The compensation arrangements made with Mr. Poe when he retired and became non-employee Chairman of the Board are discussed under the heading “Board of Directors Compensation” on page 7.

Mr. Carlson

The base salary and stock options received by Mr. Carlson during fiscal year 2004 were determined through pre-employment negotiations with him. The agreements reached with Mr. Carlson were approved by the Compensation Committee. As an inducement for Mr. Carlson to join Semtech in November 2002, the Company agreed that should he be promoted to Chief Executive Officer, his annual salary would be increased by $50,000 to $350,000 and he would be granted options to purchase 250,000 shares of the Company’s common stock. These compensation commitments were put into effect when Mr. Carlson was elected to the CEO position in October 2003.

As a further inducement for Mr. Carlson to join Semtech, the Company agreed that should his services be terminated by the Board, he will be granted a severance allowance equal to six months salary and benefits continuation upon signing of a non-compete agreement and a full release of all claims and obligations. Vesting of stock options would cease as of the last day that services are actively provided to the Company.

As noted above, the Compensation Committee both approves performance goals and objectives for the CEO and evaluates his accomplishment of previously established objectives on a quarterly basis. During fiscal year 2004, Mr. Carlson received a bonus of $21,426 based upon his performance during the portion of fiscal year 2003 that he was with the Company. This bonus was 36% of his targeted pro-rated bonus for fiscal year 2003. For fiscal year 2004, Mr. Carlson earned a bonus of $100,000, which was 36% of target. This bonus was paid to Mr. Carlson in cash during the first quarter of fiscal year 2005.

During fiscal year 2004, the Company contributed $5,400 to Semtech Executive Compensation Plan on Mr. Carlson’s behalf.

Tax Matters

For federal and most state income tax purposes, no more than $1 million of compensation paid to the chief executive officer and the four other most highly paid executive officers may be deducted in a taxable year unless the compensation is commission or performance based. Stock options awarded under the Company’s stock option plans are intended to meet the requirements for deductible performance-based compensation. In fiscal year 2003, theThe Compensation Committee awarded inducement options, within the meaning of NASDAQ rules, to Mr. Carlson in November 2002 and to our new President and Chief Operating Officer.Officer in April 2004. Tax deductions for compensation related to these inducement options may be limited in future years, depending on a number of factors, including the timing and amount of option exercises and IRS rules then in existence. The Compensation Committee believes the benefit of using inducement options as a recruitment incentive to attract a key executiveexecutives outweighs the potential loss of tax deductions that may or may not occur in future years.

Respectfully submitted by

THE COMPENSATION AND STOCK OPTION COMMITTEE

James T. Schraith, Chairman

Glen M. Antle

John L. Piotrowski

1718

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board is comprised solely of independent directors, as defined in the Marketplace Rules of The NASDAQ Stock Market, Inc. and performs its duties under a written charter adopted by the Board. A copy of the Audit Committee’s charter was most recently published in the Company’s proxy statement for its 2001 Annual Stockholder’s Meeting.

The Audit Committee of the Board of Directors has:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statementstatements for the year ended January 25, 2004 be included in the Company’s Annual Report on Form 10-K for the year ended January 26, 2003 for filingfiled with the Securities and Exchange Commission.

With the resignation of one independent board member and the addition of three independent members to the Board of Directors during the prior fiscal year, the Audit Committee was reconfigured as set forth below.

Respectfully submitted by

THE AUDIT COMMITTEE

Rockell N. Hankin, Chairman

James P. Burra

James T. Lindstrom

INDEPENDENT ACCOUNTANT FEES

Audit Fees. The total fees paidIn the table above, certain amounts for fiscal year 2003 have been reclassified to conform to the fiscal year 2004 presentation. Since the May 2003 effective date of the SEC rules regarding approval, each new engagement of Ernst & Young LLP forwas approved in advance by the auditAudit Committee, and none of the Company’s financial statements for the fiscal year ended January 26, 2003 and for reviewsthose engagements made use of the financial statements includedde minimis exception contained in the Company’s Form 10-Qs for fiscal year 2003 were $375,000. The Company also paid $22,000 to Arthur Andersen LLP for review of the financial statements included in the Company’s Form 10-Q for the first quarter of fiscal year 2003.

Financial Information Systems Design and Implementation Fees. Neither Arthur Andersen nor Ernst & Young performed any services in this category during the fiscal year ended January 26, 2003.

All Other Fees. The total fees for the fiscal year ended January 26, 2003 for all services rendered by Ernst & Young other than those covered in Audit Fee were $3,000 for assistance with various accounting issues. Arthur Andersen did not provide any services in this category during fiscal year 2003.rules. The Audit Committee has considered the nature and scope of the non-audit services provided by Ernst & Young and has concluded that Ernst & Young’s performance of these services is compatible with the auditor’s independence.

CHANGEAudit Services. The amounts shown for this category are fees paid to Ernst & Young LLP for the audit of the Company’s financial statements for the fiscal years ended January 25, 2004 and January 26, 2003, respectively, and for reviews of the financial statements included in the Company’s Form 10-Qs for those fiscal years.

Audit-Related Services.In fiscal year 2003 the Company paid $3,000 to Ernst & Young LLP for assistance with various accounting issues.

Tax Services. In fiscal year 2004, the Company paid $5,000 to Ernst & Young LLP for assistance with filing German tax returns for the Company’s German subsidiary.

19

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS INAUDIT AND PERMISSIBLE NON-AUDIT SERVICES

The Audit Committee is responsible for appointing, compensating, and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent auditor. The policy calls for an annual review and pre-approval, up to specified dollar limits, of certain types of services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval categories. In those instances, specific pre-approval must be obtained. The Audit Committee has delegated to its Chairman the authority to address certain requests for pre-approval of services between meetings of the Audit Committee. The Chairman must report his pre-approval decisions to the Audit Committee at its next scheduled meeting.

Change of Independent Public Accountant in 2002

On June 18, 2002, the Company dismissed Arthur Andersen LLP (“Andersen”) and engaged Ernst & Young LLP to serve as the Company’s independent auditors for the fiscal year 2003. These decisions were authorized and directed by the Company’s Board of Directors upon recommendation of its Audit Committee.

Andersen’s reports on the Company’s consolidated financial statements for each of the fiscal years ended January 27, 2002 and

18

January 28, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

Andersen’s reports on the Company’s consolidated financial statements for each of the fiscal years ended January 27, 2002 and January 28, 2001 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended January 27, 2002 and January 28, 2001, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen’s satisfaction, would have caused it to make reference to the subject matter in connection with its reports; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended January 27, 2002 and January 28, 2001 and through June 18, 2002, the Company did not consult Ernst & Young LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our consolidated financial statements, or any other matter or reportable event as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

The Company provided Andersen a copy of the foregoing disclosures, and Andersen provided a letter, dated June 24, 2002, stating that it has found no basis for disagreement with such statements. This letter is included in the Company’s current report on Form 8-K, filed with the Securities and Exchange CommissionSEC on June 25, 2002, reporting the change in Certifying Accountant.

APPROVAL OF APPOINTMENT

OF INDEPENDENT PUBLIC ACCOUNTANT

(Proposal No. 2)

The Audit Committee has recommended, and the Board has approved, the appointment ofappointed Ernst & Young LLP as ourthe Company’s independent public accountant for fiscal year 2004.2005. Ernst & Young has served as ourthe Company’s independent public accountant since June 2002, replacing Arthur Andersen LLP. RatificationLLP.Ratification of the independent accountant is not required by the Company’s Bylaws or applicable law, but has historically been submitted to stockholders as a matter of good corporate practicepractice.No determination has been made as to what action the Board would take if stockholders do not ratify the appointment.

Representatives of Ernst & Young LLP are expected to attend the Annual Meeting. They will have the opportunity to make a statement, if they so desire, and respond to appropriate questions from stockholders.

ANNUAL REPORTS

The Company hereby undertakes to provide upon written request a copy of the Company’s Annual Report on Form 10-K, including the financial statements and the schedules thereto, for the fiscal year ended January 26, 2003 without charge to any person whose proxy is solicited by this statement. Such written request should be directed to David Franz, Semtech Corporation, 200 Flynn Road, Camarillo, California 93012-8790.

OTHER MATTERS

The management of the Company knows of no other matters that may properly be, or which are likely to be, brought before the meeting. However, if any other matters are properly brought before the meeting, the persons named in the enclosed proxy or their substitutes will have discretion to vote in accordance with their best judgment on such matters.

STOCKHOLDER PROPOSALS

The Company must receive stockholder proposals for the 2004 Annual Meeting no later than January 9, 2004 in order to be considered for inclusion in the Company’s proxy materials. Furthermore, proposals by stockholders submitted outside the process of Rule 14a-8 under the Securities Exchange Act of 1934 will be considered untimely and ineligible to properly come before the Company’s 2004 Annual Meeting if such proposal is not submitted at least 45 days prior to May 8, 2004.

The information under the captions “Report of the Compensation and Stock Option Committee, “Report of Audit Committee”, and “Performance Graph” is not “soliciting material,” is not deemed “filed” with the SEC, and is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Appendix A

SEMTECH CORPORATION

AUDIT COMMITTEE CHARTER

A. Introduction

Semtech Corporation’s executive management is primarily responsible for the completeness and accuracy of its financial reporting and the adequacy of its internal financial and operating controls. Its Board of Directors (“Board”) has responsibility to oversee management’s exercise of these responsibilities. To assist the Board, the Company has established, through its Bylaws, an Audit Committee (“Committee”) whose authority and responsibilities are described by this Charter.

B. Purpose

This ProxyCharter is Solicitedcreated in order to define the Committee’s objectives, the range of its authority, the scope of its activities and its duties and responsibilities. It is intended to give Committee members, management, and the Auditor a clear understanding of their respective roles. For purposes of this Charter, the “Auditor” is any registered independent public accountant retained by the Company for the purpose of preparing or issuing an audit report on Behalfthe financial statements of the Company or performing other audit, review or attest services for the Company.

The purpose of the Committee is to assist the Board in overseeing:

The Committee shall also serve as the Company’s Qualified Legal Compliance Committee (“QLCC”) within the meaning of Part 205 of the Rules of the Securities and Exchange Commission (“SEC”) dealing with Standards of Professional Conduct for Attorneys.

In carrying out its responsibilities, the Committee will maintain and facilitate free and open communication among directors, the Auditor and the financial and executive management of the Company.

The Committee will annually review and reassess the adequacy of the Committee’s Charter.

C. Size, Composition and Term of Appointment

A-1

D. Meetings

E. Authority/Oversight by the Board of Directors

F. Outside Advisors/Funding

G. Independent Public Accountant (Auditor)

A-2

H. Pre-Approval of Services

I. Financial Statements and Control Processes

J. Private Discussions

The undersigned stockholderCommittee will meet privately with the Auditor at least annually.

K. Post-Audit Review

A-3

L. Legal Matters

The Committee will periodically review with the Company’s in-house legal counsel any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and any inquiries or communications received from regulatory or governmental agencies. The Committee will make inquiries of Semtech Corporation hereby appoints John D. Poethe Company’s outside legal counsel as the situation warrants.

M. Related Party Transactions

N. Business Conduct

O. Complaints

P. Qualified Legal Compliance Committee

A-4

Q. Other Responsibilities

April 2004

A-5

Appendix B

SEMTECH CORPORATION

NOMINATING COMMITTEE MATTERS

B-1

All persons nominated to serve as a director of the Company should possess the minimum qualifications described below. These are only threshold criteria, and the Committee should also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience and expertise, the composition of the Board at the Annual Meeting of Stockholders of Semtech Corporation to be held on June 5, 2003 at 1:00 p.m., Los Angeles time, and other relevant circumstances.

B-2

B-3

proposed nominee, as well as information regarding certain types of legal proceedings within the past five years involving the nominee);

April 2004

This Proxy, when properly executed, will be voted as directed, or if no direction is indicated, it will be voted FOR proposals 1 and 2.B-4

(Continued and to be Signed on the reverse side)

é FOLD AND DETACH HEREé

Please mark

your votes

as in this example

X

The Board of Directors unanimously recommends a vote “FOR” Proposals 1 and 2:

Please Mark Here for Address Change or Comments SEE REVERSE SIDE

FOR all nominees listed(except as marked to the contrary)

WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES STRUCK THROUGH

(1). ELECTION OF DIRECTORS

DIRECTORS. 01 Glen M. Antle

02 James P. Burra

03 Jason L. Carlson 04 Rockell N. Hankin

04 05 James T. Lindstrom

05 06 John L. Piotrowski

06 07 John D. Poe

07 08 James T. Schraith

Instruction: To withhold authority to vote for any individual nominee

strike a line through the nominee’s name in the list above.

¨FOR all nominees listed above (except as marked to the contrary)

¨WITHHOLD AUTHORITY to vote for the nominees struck through

(2). PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP as the Company’s independent public accountantsaccountant for the current fiscal year

¨FOR

¨AGAINST

¨ABSTAIN

With discretionary authority to vote such shares with respect to the transaction of such other business as may properly come before the meeting.

The undersigned hereby revokes any other proxy to vote at such Annual Meeting of Stockholders and hereby ratifies and confirms all that said proxies, and each of them, may lawfully do by virtue hereof. The undersigned also acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held June 5, 200310, 2004 and the Proxy Statement furnished herewith.

Stockholder’s Signature

Signature:              Date:

Note: Please sign name exactly as imprinted above. When signing as attorney, administrator, executor, trustee or guardian, please give full title as such; if a corporation, sign in full corporate name by an authorized officer; and, if a partnership, sign in partnership name by authorized person. If more than one name appears hereon, all persons named should sign. PLEASE MARK, SIGN, AND DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.

FOLD AND DETACH HERE

é FoldSEMTECH CORPORATION

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned stockholder of Semtech Corporation hereby appoints Jason L. Carlson and Detach HereéDavid G. Franz, Jr., and each of them, as attorneys and proxies for the undersigned, each with full power to act without the other and with the power of substitution to represent the undersigned at the Annual Meeting of Stockholders of Semtech Corporation to be held on June 10, 2004 at 1:00 p.m., Los Angeles time, and at any adjournment or postponement thereof, and to vote all of the shares of Common Stock of Semtech Corporation which the undersigned is entitled to vote in accordance with the instructions below and on the reverse hereof.

This Proxy, when properly executed, will be voted as directed, or if no direction is indicated, it will be voted FOR proposals 1 and 2.

(Continued and to be Signed on the reverse side)

Address Change/Comments (Mark the corresponding box on the reverse side)

FOLD AND DETACH HERE