INVN Invensense, Inc.

ABOUT THIS PROXY STATEMENT

You should rely only on the information contained in or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated [•], 2017, and you should assume that the information contained in this proxy statement is accurate only as of such date. You should also assume that the information incorporated by reference into this proxy statement is accurate only as of the date of such information.

This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Stockholders should not construe the contents of this proxy statement as legal, tax or financial advice. Stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement are qualified by the full copies of and complete text of such agreements in the forms attached hereto as Annexes, which are available on the website of the Securities and Exchange Commission, www.sec.gov.

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the section of this proxy statement captioned “ Where You Can Find More Information .”

Our Board of Directors recommends that you vote “ FOR ” the Merger Proposal, “ FOR ” the Merger-related Compensation Proposal and “ FOR ” the Adjournment Proposal.

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Each Unvested Option that is outstanding and unexercised immediately prior to the effective time of the Merger and that has an exercise price per share that is less than the merger consideration will be converted into a deferred cash award in an amount equal to the excess of the merger consideration of $13.00 per share over the applicable exercise price per share of the Unvested Option, multiplied by the number of shares of common stock underlying the award. Each such deferred cash award will be paid in cash in accordance with the vesting schedule applicable to the corresponding Unvested Option, but only if the holder of such deferred cash award satisfies all of the vesting conditions that would have related to the terminated Unvested Option (including continued employment requirements through the applicable date(s) of vesting).

Each Vested Option and Unvested Option that has an exercise price per share that is equal to or greater than the merger consideration and each Unvested Option that is subject to vesting based on performance criteria that have not been achieved as of the effective time of the Merger will be cancelled without any consideration to the holder thereof.

Each Vested RSU that is outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for a payment to the holder of an amount in cash equal to the merger consideration of $13.00 per share, multiplied by the number of shares of common stock underlying the award.

Each Unvested RSU that is outstanding immediately prior to the effective time of the Merger will be converted into a deferred cash award in an amount equal to the merger consideration of $13.00 per share, multiplied by the number of shares of common stock underlying the award. Each such deferred cash award will be paid in cash in accordance with the vesting schedule applicable to the corresponding Unvested RSU, but only if the holder of such deferred cash award satisfies all of the vesting conditions that would have related to the terminated Unvested RSU (including continued employment requirements through the applicable date(s) of vesting).

Each unvested share of restricted stock that is outstanding immediately prior to the effective time of the Merger will be converted into a deferred cash award in an amount equal to the merger consideration of $13.00 per share. Each such deferred cash award will be paid in cash in accordance with the vesting schedule applicable to the corresponding share of restricted stock, but only if the holder of such deferred cash award satisfies all of the vesting conditions that would have related to the terminated unvested share of restricted stock (including continued employment requirements through the applicable date(s) of vesting).

The equity-based awards held by our non-employee directors, to the extent then unvested, will accelerate and vest upon the Merger. Certain of our named executive officers are entitled to rights under individual letter agreements that effectively provide for accelerated vesting at the time of the Merger of a percentage of certain equity awards held by them. Such accelerated payment will proportionately reduce any future payments to be made to them on the applicable vesting dates with respect to such deferred cash awards. In addition, in the case of our named executive officers, pursuant to their executive change in control and severance agreements, 100% of the equity awards held by them that will not vest prior to or upon the Merger are subject to accelerated vesting (on a “double-trigger” basis) in the event of a qualifying termination within 90 days prior to or 18 months following the Merger (for Mr. Abdi) or within 30 days prior to or 18 months following the Merger (for the other named executive officers). For more information,

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see the section of this proxy statement captioned “ The Merger—Interests of Directors and Executive Officers in the Merger May Differ From Your Interests .”

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If your shares are held in “street name,” your bank, broker or other nominee will be unable to vote your shares without instructions from you. You should instruct your bank, broker or other nominee to vote your shares in accordance with the voting instruction form that you have received from your bank, broker or other nominee. Your bank, broker or nominee cannot vote on any of the proposals without your instructions, and the failure to instruct your bank, broker or other nominee how to vote will have the same effect as a vote against the Merger Proposal. Shares of common stock represented by “broker non-votes” will not be counted in determining the presence of a quorum and will have no effect on the Merger-related Compensation Proposal or the Adjournment Proposal, assuming a quorum is present at the special meeting.

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If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted “ FOR ” each proposal in accordance with the recommendation of our Board of Directors. Unless you check the box on your proxy card to withhold discretionary authority, the proxy holders may use their discretion to vote on the proposals relating to the special meeting.

If your shares of common stock are held in “street name” by a broker, bank or other nominee, you have the right to direct your broker, bank or other nominee on how to vote your shares of common stock. Your broker, bank or other nominee, as applicable, may establish an earlier deadline by which you must provide instructions to it for how to vote your shares of common stock. You should read carefully the materials provided to you by your broker, bank or other nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares of common stock at the special meeting unless you obtain a legal proxy from the broker, bank or other nominee that holds your shares of common stock giving you the right to vote such shares of common stock at the special meeting.

Every stockholder’s vote is important. Please vote now even if you expect to attend the special meeting and vote in person. Voting now will not prevent you from later canceling or revoking your proxy, and will ensure that your shares are voted if you later find you cannot attend the special meeting. If you do not vote, this will have the same effect as a vote “AGAINST” the Merger Proposal.

If you are a stockholder of record, you may change your vote or revoke your proxy by (1) delivering to our Corporate Secretary at 1745 Technology Drive, San Jose, California 95110, a written notice of revocation no later than 11:59 p.m. Eastern Time on the day before the special meeting, (2) delivering no later than 11:59 p.m. Eastern Time on the day before the special meeting a duly executed proxy dated after the date of the proxy you wish to revoke, or (3) attending the special meeting and voting your shares in person. Merely attending the special meeting will not, by itself, constitute revocation of your proxy.

If your shares are held in street name and you have instructed your broker, bank or other nominee to vote your shares, you must follow the directions provided by your broker, bank or other nominee to change those instructions. You may also vote in person at the special meeting if you obtain a legal proxy from your bank, broker or other nominee.

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MacKenzie Partners, Inc.

Toll free: (980) 322-2885

Collect: (212) 929-5500

Email: proxy@mackenziepartners.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements include statements regarding our plans, goals, strategies, intent, beliefs or expectations, and may be identified by words such as “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” “will,” “may,” “could,” “should” and similar words. Statements contemplating or making assumptions about actual or potential future business plans, sales, market size, collaborations, trends or operating results, or potential benefits of the proposed Merger, also constitute forward-looking statements. These statements are expressed in good faith and are based upon reasonable assumptions when made, but there can be no assurance that these expectations will be achieved or accomplished. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date they were made. We do not undertake to update the disclosures contained in this proxy statement or reflect events or circumstances that occur subsequently or the occurrence of unanticipated events, except as required by law. There are a number of risks and uncertainties that could cause actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. For example, the Merger may involve unexpected costs, our business may suffer as a result of uncertainty surrounding the Merger, and the acquisition may not be completed in the time frame expected by the parties or at all. Certain other risks associated with our business are discussed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 3, 2016, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition to the other factors and matters contained or incorporated in this proxy statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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PARTIES TO THE MERGER

InvenSense, Inc.

InvenSense is a Delaware corporation headquartered in San Jose, California. We design, develop, market and sell sensor systems on a chip, including accelerometers, gyroscopes and microphones for the mobile, wearable, smart home, gaming, industrial, and automotive market segments. We deliver leading solutions based on our advanced motion and sound technology and are dedicated to bringing the best-in-class size, performance and cost solutions to market. We target solutions such as: smartphones, tablets, wearables, console and portable video gaming devices, digital television and set-top box remote controls, fitness accessories, sports equipment, digital still cameras, automobiles, ultra-books, laptops, hearing aids, stabilization systems, tools, navigation devices, remote controlled toys and other household consumer and industrial devices.

We were incorporated in California in June 2003 and reincorporated in Delaware in October 2004. Our principal executive offices are located at 1745 Technology Drive, Suite 200, San Jose, California 95110. Our telephone number is (408) 501-2200. Our website is located at www.invensense.com. Information included on our website is not incorporated into this proxy statement.

TDK Corporation

TDK Corporation is a leading electronics company based in Tokyo, Japan. It was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK Corporation’s portfolio includes electronic components, modules and systems marketed under the product brands TDK Corporation and EPCOS, power supplies, magnetic application products as well as energy devices, flash memory application devices, and others. TDK Corporation focuses on demanding markets in the areas of information and communication technology and consumer, automotive and industrial electronics. The company has a network of design and manufacturing locations and sales offices in Asia, Europe, and in North and South America. TDK Corporation’s internet address is www.global.tdk.com. Information included on TDK Corporation’s website is not incorporated by reference into this proxy statement.

TDK Corporation’s principal executive offices are located at Shibaura Renasite Tower, 3-9-1 Shibaura, Minato-ku, Tokyo 108-0023. TDK Corporation’s telephone number is +81-3-6852-7102.

TDK Sensor Solutions Corporation

Merger Subsidiary is a Delaware corporation and an indirect wholly-owned subsidiary of TDK Corporation. Merger Subsidiary was formed solely for purpose of facilitating TDK Corporation’s acquisition of InvenSense and has not engaged in any operations other than in connection with its formation and the negotiation and execution of the Merger Agreement. Merger Subsidiary’s principal executive offices and telephone number are the same as those of TDK Corporation.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board of Directors for use at a special meeting of stockholders to be held at our corporate headquarters, 1745 Technology Drive, San Jose, California 95110, on [●], 2017, at [●]:00 a.m. local time, for the following purposes:

The approval of the Merger Proposal by stockholders is a condition to the obligations of TDK Corporation and InvenSense to complete the Merger. The approval, on a non-binding, advisory basis, of the Merger-related Compensation Proposal and the approval of the Adjournment Proposal are not conditions to the obligations of TDK Corporation and InvenSense to complete the Merger. A copy of the Merger Agreement is attached to this proxy statement as Appendix A .

InvenSense will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement.

Board Recommendation

Our Board of Directors unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger-related Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Shares Entitled to Vote; Record Date and Quorum

You are entitled to notice of and to vote at the special meeting if you owned shares of our outstanding common stock at the close of business on [●], 2017, the Record Date for the special meeting. As of the Record Date, there were [●] shares of our common stock outstanding and entitled to vote at the special meeting.

A quorum is required for stockholders to conduct business at the special meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote as of the Record Date is necessary to establish a quorum at the meeting. Shares present, in person or by proxy, including shares abstaining, on any proposal will be considered present at the meeting for purposes of establishing a quorum for the transaction of business at the meeting. Each of these categories will be tabulated separately. In the event that a quorum is not present at the special meeting, we expect that the meeting will be postponed or adjourned to solicit additional proxies, and the persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting; however, no proxy voted against the Merger Proposal will be voted in favor of any postponement or adjournment of the special meeting to solicit proxies relating to the Merger Proposal.

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Who Can Vote at the Special Meeting

If on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N. A., then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by submitting your proxy via Internet, telephone or mail.

If on the Record Date, your shares were held in an account at a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner of shares held in street name, you have the right to direct your bank, broker or other nominee on how to vote the shares in your account. You are also invited to attend the special meeting. However, if you hold your shares in street name, you are not the stockholder of record, and you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your bank, broker or other nominee.

If you sell or transfer your shares of our common stock after the Record Date but before the special meeting, you will retain your right to vote such shares of our common stock at the special meeting unless you have transferred these rights via proxy to the acquirer of your shares.

Vote Required; How You Can Vote

The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting is required to approve the Merger Proposal. On the Record Date, there were [●] shares of our common stock outstanding. This means that under Delaware law, [●] shares or more must vote in the affirmative to approve the Merger Proposal. The affirmative vote of a majority of our shares of common stock represented at the special meeting, either in person or by proxy, and entitled to vote thereon, is required to approve the Merger-related Compensation Proposal and the Adjournment Proposal.

Concurrently with the execution of the Merger Agreement, the directors, executive officers and certain stockholders of InvenSense (the “Voting Group”), in their capacities as holders of common stock or other equity interests of InvenSense, each entered into a voting agreement with TDK Corporation (each, a “Voting Agreement”) pursuant to which each agreed, among other things, to (i) vote their common stock for the adoption of the Merger Agreement and against any alternative proposal, and (ii) comply with certain restrictions on the disposition of their common stock, subject to the terms and conditions contained in the Voting Agreement. The Voting Agreements will terminate upon the earlier of (a) the termination of the Merger Agreement in accordance with its terms, (b) the effective time of the Merger, (c) the end date specified in the Merger Agreement and (d) such time as the Merger Agreement is amended to change the form or reduce the amount of the consideration payable to our stockholders in connection with the Merger. As of the Record Date, the Voting Group collectively beneficially owned approximately [●]% of the outstanding shares of our common stock on an as-converted basis. The foregoing summary of the Voting Agreement is subject to, and qualified in its entirety by reference to, the full text of the Voting Agreement. A copy of the form of Voting Agreement is attached as Appendix D to this proxy statement and is incorporated herein by reference.

Because the vote required to approve the Merger Proposal is based on the total number of shares of our common stock outstanding on the Record Date, and not just the shares that are entitled to vote or actually voted at the special meeting, if you do not vote (including if you hold your shares in street name and do not provide voting instructions to your bank, broker or other nominee), it will have the same effect as a vote “AGAINST” the Merger Proposal.

Abstentions will have the same effect as a vote “ AGAINST ” the Merger Proposal. If you attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as a vote “ AGAINST ” the Merger-related Compensation Proposal and “ AGAINST ” the Adjournment Proposal.

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If you hold your shares in “street name,” and fail to instruct your broker, bank or other nominee on how to vote your shares, your shares will not be voted, which will have the same effect as a vote “ AGAINST ” the Merger Proposal, but will not have any effect on the Merger-related Compensation Proposal or the Adjournment Proposal assuming a quorum is present at the special meeting because your bank, broker or other nominee is not entitled to vote those shares.

Any stockholder who does not vote in favor of the Merger Proposal and remains a holder of our common stock at the effective time of the Merger may, by complying with the procedures set forth in Section 262 of the Delaware General Corporation Law and sending us a written demand for appraisal, be entitled to seek appraisal of the fair value of their shares. Appraisal rights are contingent upon consummation of the Merger. Please see the section of this proxy statement captioned “Appraisal Rights” and Appendix  C —Section 262 of the Delaware General Corporation Law (Appraisal Rights).

If you are a stockholder of record, you may sign, date and mail your proxy card in the enclosed return envelope. In addition to voting in person at the special meeting, if you are the record holder of your shares of common stock, you may vote as follows:

Your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed proxy card, all of your shares of our common stock will be voted “FOR” the Merger Proposal, the Merger-related Compensation Proposal and the Adjournment Proposal.

If your shares are held in street name, you should have received a voting instruction form with these proxy materials from your broker, bank or other nominee rather than from us. Simply complete and return the voting instruction form to your bank, broker or other nominee to ensure that your vote is counted. You may also vote electronically on the internet or by telephone as instructed by your bank, broker or other nominee.

You should vote now even if you expect to attend the special meeting and vote in person. Voting now will not prevent you from later canceling or revoking your proxy, and will ensure that your shares are voted if you later find you cannot attend the special meeting. If your shares are held in street name and you wish to vote in person at the special meeting, you must obtain a valid proxy from your bank, broker or other nominee. Follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a proxy form.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of our common stock, representing approximately [●]% of the shares of our common stock outstanding. Our directors and executive officers have informed us that they currently intend to vote (1) “ FOR ” the Merger Proposal, (2) “ FOR ” the Merger-related Compensation Proposal and (3) “ FOR ” the Adjournment Proposal.

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Certain members of our management and Board of Directors have interests that are different from or in addition to those of stockholders generally. Please see the section of this proxy statement captioned “ The Merger—Interests of Directors and Executive Officers in the Merger May Differ From Your Interests .”

How You May Change or Revoke Your Vote

You may change or revoke your proxy at any time before the vote is taken at the special meeting.

If you are a stockholder of record, you may revoke a proxy by (1) delivering to our Corporate Secretary at 1745 Technology Drive, San Jose, California 95110, no later than 11:59 p.m. Eastern Time on the day before the special meeting a written notice of revocation, (2) delivering no later than 11:59 p.m. Eastern Time on the day before the special meeting a duly executed proxy dated after the date of the proxy you wish to revoke, or (3) attending the special meeting and voting in person. Merely attending the special meeting will not, by itself, constitute revocation of your proxy.

If you hold your shares in street name and have instructed your broker, bank or other nominee to vote your shares, you must follow the directions provided by your broker, bank or other nominee to change those instructions. You may also vote in person at the special meeting if you obtain a legal proxy from your bank, broker or nominee.

Proxy Solicitation

We will pay for the cost of soliciting proxies and may reimburse brokerage firms and others for their expenses in forwarding solicitation material to beneficial owners. Solicitation will be made primarily through the use of the mail but our officers, directors and employees may, without additional compensation, solicit proxies personally by telephone, mail or the internet, by fax or in person.

We have engaged MacKenzie Partners, Inc. to aid in the solicitation of proxies for approximately $15,000, plus reimbursement of related expenses. We will also indemnify MacKenzie Partners, Inc. against losses arising out of its provisions of these services on our behalf.

Adjournments

We are asking our stockholders to consider and vote upon the Adjournment Proposal. You should note that the special meeting could be successively postponed or adjourned to a specified date, if necessary. If the special meeting is postponed or adjourned for any reason, including for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be able to revoke them at any time prior to their use. The persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting, including for the purpose to permit further solicitations of proxies. No proxy voted against the Merger Proposal will be voted in favor of any postponement or adjournments of the special meeting to solicit additional proxies relating to the Merger Proposal.

Attending the Special Meeting

Only stockholders of record as of the close of business on the Record Date or their duly appointed proxies may attend the special meeting, or if your shares of our common stock are held in “street name” by a broker, bank or other nominee and you bring evidence of beneficial ownership of those shares on the Record Date, such as a copy of your most recent account statement or similar evidence of ownership of our common stock as of the Record Date, you may attend the special meeting. If your shares of common stock are held in “street name” by a broker, bank or other nominee and you wish to vote at the special meeting, you must also bring a legal proxy from the record holder (your broker, bank or other nominee) authorizing you to vote at the special meeting. All stockholders should bring photo identification (a driver’s license or passport is preferred), as you will also be

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asked to provide photo identification at the registration desk on the day of the special meeting or any adjournment or postponement of the special meeting. Everyone who attends the special meeting must abide by the rules for the conduct of the meeting. These rules will be printed on the meeting agenda. Even if you plan to attend the special meeting, we encourage you to vote by telephone, Internet or mail so your vote will be counted if you later decide not to (or are otherwise unable to) attend the special meeting. No cameras, recording equipment, other electronic devices, large bags or packages will be permitted in the special meeting. Stockholders will be admitted to the meeting room starting at [     ] [a.]m., local time, and admission will be on a first-come, first-served basis.

Assistance

If you need assistance in completing your proxy card, have questions about the Merger, the special meeting, or the proposals to be considered at the special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, please contact our proxy solicitor, MacKenzie Partners, Inc., at the following address and telephone number:

MacKenzie Partners, Inc.

Toll free: (980) 322-2885

Collect: (212) 929-5500

Email: proxy@mackenziepartners.com

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THE MERGER

Background of the Merger

Our Board of Directors and management regularly review and assess InvenSense’s business strategies and objectives, and regularly review and discuss InvenSense’s performance, risks and opportunities, all with the goal of enhancing stockholder value. Our Board of Directors and management regularly consider various strategic alternatives as part of these ongoing efforts, taking into account current and anticipated future economic, competitive and other market conditions. As part of this process, our Board of Directors and management have periodically evaluated whether the continued execution of InvenSense’s strategy as a standalone company or the sale of InvenSense, a joint venture, or other combination of InvenSense with a third party offers the best avenue to maximize stockholder value. Also as part of this process, members of our Board of Directors and management have met, from time to time, with several financial advisors and with third parties who have expressed an interest in discussing strategic transactions with InvenSense.

As part of this process, our Board of Directors and management held a telephonic meeting on November 23, 2015, to discuss, among other things, an unsolicited oral proposal regarding a potential acquisition of InvenSense received by Mr. Abdi from the Chief Executive Officer of Company A on November 17, 2015. Representatives of Pillsbury Winthrop Shaw Pittman LLP, outside counsel to InvenSense (“Pillsbury”) and representatives of Qatalyst Partners also attended the meeting. Mr. Amit Shah, Chairman of our Board of Directors, also discussed a call that he had received from a representative of Company A on the same topic. Company A’s verbal proposal consisted of approximately $3.81 per share in stock and approximately $11.44 per share in cash and was subject to due diligence and other conditions. Mr. Abdi noted that Company A’s Chief Executive Officer had also conveyed that Company A would need to obtain financing for the transaction. Also in attendance at this meeting were representatives of Qatalyst Partners who discussed Company A’s proposal with the Board of Directors. The Board of Directors discussed the risks related to Company A’s need to raise capital in connection with such a transaction and the valuation of the stock component of the proposal. The Board of Directors determined that it would further discuss Company A’s proposal at its upcoming strategic offsite meeting on December 18, 2015, after additional review of the proposal by InvenSense’s management and by Qatalyst Partners and another investment bank. The closing price of InvenSense’s common stock on November 17, 2015, was $11.55.

At its December 18, 2015 meeting, the Board of Directors, together with management, reviewed InvenSense’s long-range plan and its prospects as a standalone entity. A representative of Pillsbury and representatives of Qatalyst Partners also attended the meeting. Representatives of Qatalyst Partners discussed InvenSense’s then current long-range plan and Company A’s proposal. The Board of Directors also reviewed input on InvenSense’s standalone plan and Company A’s proposal provided by another investment bank. After discussion, the Board of Directors determined that Company A’s oral proposal was not in the best interest of InvenSense and its stockholders because it undervalued InvenSense relative to the value reflected in the long-range plan. The Board of Directors directed Mr. Shah to explain to representatives of Company A why the Board of Directors felt that Company A’s proposal undervalued InvenSense, which Mr. Shah subsequently did. The closing price of InvenSense’s common stock on December 18, 2015 was $10.43.

On February 3, 2016, representatives of InvenSense met with representatives of Company B to continue ongoing discussions regarding a potential technical collaboration between the two companies.

On February 4, 2016, representatives of InvenSense, including Mr. Panush, InvenSense’s Vice President -Corporate Development, and representatives of TDK Corporation held a meeting in San Jose, California, to discuss their respective product offerings and potential product collaborations. During this meeting, the parties exchanged product and business information, at a high level.

On April 3, 2016, at the request of Company C, Mr. Abdi and Mr. Shah had an introductory meeting with representatives of Company C to discuss, at a high level, a potential acquisition of InvenSense. Company C’s

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representatives discussed its business and potential synergies with InvenSense and their desire to diversify their business. InvenSense’s representatives responded that InvenSense would consider credible proposals that would be in the best interests of InvenSense’s stockholders if a decision was made by the Board of Directors to explore its strategic alternatives. Discussions were general, no proposal was made and the parties did not discuss InvenSense’s valuation. The parties agreed to further conversations, but no specific timetable or meetings were set at this meeting.

On April 8, 2016, representatives of TDK Corporation and Mr. Panush had a meeting in San Jose, California, during which they discussed a potential strategic transaction, including product and technical collaborations. A potential acquisition of InvenSense by TDK Corporation was not discussed at or prior to this meeting.

On April 27, 2016, during a meeting between Mr. Abdi and a representative of TDK Corporation, TDK Corporation expressed interest in expanding their discussion of potential strategic transactions to include investments, joint ventures and acquisitions. Mr. Abdi expressed a willingness to discuss expanding the scope of the parties’ discussions, noting that the Board of Directors would be willing to consider credible proposals that would be in the best interests of InvenSense’s stockholders. The parties agreed to continue discussion of various strategic transactions.

On May 20, 2016, Mr. Panush had an initial meeting with representatives of Company D, at Company D’s request, to discuss a potential strategic transaction. While the parties had a general discussion about a strategic collaboration, an acquisition transaction was not discussed. The parties agreed to have a more in depth, technical meeting at a later date.

On May 26, 2016, at the request of the Chief Executive Officer of Company A, Mr. Abdi met with Company A’s Chief Executive Officer. Company A’s Chief Executive Officer presented Mr. Abdi a written, non-binding offer for the acquisition of all of the outstanding common stock of InvenSense at a price per share of $8.25 in cash. The closing price of InvenSense’s common stock on May 26, 2016 was $6.06.

On May 27, 2016, Company A followed-up by emailing the proposal to Mr. Abdi and to Mr. Shah. The proposal stated that the transaction would be funded by cash on hand and through a debt financing. Company A’s proposal was subject to confirmatory due diligence and required InvenSense to agree to a 45-day exclusivity period. Mr. Abdi forwarded Company A’s proposal to the Board of Directors.

On May 31, 2016, Mr. Abdi and Mr. Panush met with representatives of TDK Corporation in San Jose, California. During the meeting, TDK Corporation’s representatives indicated that they would be interested in discussing a potential strategic transaction with InvenSense. Mr. Abdi encouraged TDK Corporation’s representatives to expedite their decision making process as InvenSense had received expressions of interest from other companies. The parties decided to schedule a follow up meeting to allow TDK Corporation to learn more about InvenSense and its business.

On June 2, 2016, Mr. Abdi sent an email to a representative of Company A stating that the Board of Directors had received the proposal and would discuss it in detail at the meeting of the Board of Directors on June 16, 2016.

On June 16, 2016, the Board of Directors held a regularly scheduled strategic offsite meeting to discuss InvenSense’s updated long-range plan. In addition, the Board of Directors also discussed Company A’s non-binding, written proposal and the status of discussions with certain other companies. A representative of Pillsbury also attended the meeting. Also in attendance for a portion of the meeting were representatives of an investment bank with whom InvenSense had a prior relationship, but was ultimately not engaged after InvenSense’s selection process. Mr. Panush made a presentation on the challenges facing the semiconductor industry in 2016 and beyond and certain factors that were impacting InvenSense, including: the decline of

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InvenSense’s stock price; the increase in InvenSense’s customer concentration; slower growth in the mobile market; various reports released in 2016 that indicated the smartphone market was projected to decline significantly; the erosion of average selling prices; increased operating expense; consolidation in the semiconductor industry; and InvenSense’s relatively small scale as compared to its competitors, which would present challenges to its core business and InvenSense’s efforts to diversify. Members of InvenSense’s management then gave a presentation on InvenSense’s strategic options to increase stockholder value, including continuing to diversify InvenSense’s business, merging with a similarly sized company, and completing a strategic transaction with a larger company. A member of management then discussed InvenSense’s updated long-range plan. The Board of Directors then discussed various potential strategic partners for InvenSense. The representatives of the investment bank in attendance discussed with the Board of Directors whether consideration of strategic alternatives was merited in light of various factors, including the sensor market generally, InvenSense’s long-range plan, and the non-binding proposal received from Company A. Representatives of the investment bank then discussed with the Board of Directors various strategic alternatives available to InvenSense, including remaining a standalone entity, and discussed a proposed process to consider such alternatives. After the representatives of the investment bank left the meeting, the Board of Directors discussed whether to initiate a process to explore InvenSense’s strategic alternatives, which entities should be approached in conjunction with such a process and whether to engage a financial advisor. During this discussion, Mr. Abdi indicated that over the next several weeks, he was scheduled to travel to Asia and Europe and might be having discussions at a high level with several potential strategic partners that he identified for the Board of Directors. After discussion of InvenSense’s updated standalone plan, the current state of the semiconductor industry and the analyses of management and the investment bank, the Board of Directors approved the initiation of a process to explore various strategic alternatives to determine which strategic alternative would be in the best interest of InvenSense’s stockholders, including remaining a standalone entity. The Board of Directors directed Mr. Abdi to begin high-level strategic discussions with the candidates he had identified. The Board of Directors also directed Mr. Abdi to take steps to select and engage a financial advisor and to enter into further discussions with Company A in order to provide Company A with a better understanding of the existing and future value of InvenSense. The Board of Directors discussed InvenSense’s strategic alternatives in light of the analyses discussed at the meeting. In a closed session, a representative of Pillsbury then reviewed the fiduciary duties of the Board of Directors in connection with a potential strategic transaction and answered questions. The Board of Directors also discussed InvenSense’s current stock price and their view that it did not represent InvenSense’s intrinsic value because InvenSense had invested in new technology that would enable product and customer diversification over the longer term. The Board of Directors then discussed how a proposal would need to reflect InvenSense’s intrinsic value and not just a premium to market. The Board of Directors concluded that Company A would need to increase its offer to properly reflect the intrinsic value of InvenSense and directed Mr. Abdi to communicate the Board of Directors’ rejection of Company A’s proposal to representatives of Company A. The Board of Directors formed a special committee (the “Strategic Committee”), composed of independent directors Emiko Higashi, Jon Olson, Amit Shah and Ben Yu, to oversee the process and the negotiation of the terms and conditions of any strategic transaction. The Strategic Committee was vested with all the powers and authority of the Board of Directors to: engage financial advisors or other professionals on terms determined by the Strategic Committee; oversee management with respect to any further discussions or negotiations with Company A; establish an appropriate process for the further evaluation of the strategic alternatives available to InvenSense (which process could include outreach to, in addition to Company A, entities who might be interested in a strategic transaction with InvenSense); supervise management in the implementation of any such process and the negotiation of the terms and conditions of any strategic transaction, provided, however, that the Strategic Committee was not given authority to approve a binding definitive agreement on behalf of InvenSense; evaluate whether any proposed future strategic transaction would be fair to and in the best interests of InvenSense and its stockholders; recommend to the Board of Directors for its consideration what actions, if any should be taken by the Board of Directors with respect to any proposed strategic transaction; and take such other actions as the Strategic Committee may determine to be necessary, advisable or appropriate in order to carry into effect the foregoing.

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During the process, 33 parties were contacted, 12 parties who demonstrated interest held meetings with InvenSense or received materials under non-disclosure agreements, based on those meetings eight parties were provided a copy of InvenSense’s long-range plan, eight parties were provided proposal process letters and three parties who made proposals to acquire InvenSense were granted access to InvenSense’s data room.

Following the Board of Directors’ June 16, 2016 meeting through September, the Strategic Committee and members of InvenSense’s senior management met with and assessed various investment banks, including the one bank with which InvenSense had a pre-existing relationship discussed above. From July to September, InvenSense’s management, at the direction of the Strategic Committee, negotiated an engagement letter with the investment bank with which InvenSense had a pre-existing relationship, but after careful consideration and a thorough diligence process, the Strategic Committee determined that there were too many potential conflicts of interest to retain such investment bank. The Strategic Committee then continued to meet with and assess other investment banks and ultimately selected Qatalyst Partners due to Qatalyst Partners’ qualifications, experience, knowledge of InvenSense and its industry, knowledge of the market and lack of conflicts.

On June 17, 2016, Mr. Abdi had a telephone call with a representative of Company A to convey that the Board of Directors had rejected Company’s A proposal at $8.25 per share as it was not indicative of InvenSense’s intrinsic value and that Company A would need to increase the price per share in its proposal. The parties agreed to reconvene later that month to further discuss InvenSense’s technology roadmap and business.

On June 20, 2016, representatives of InvenSense’s senior management and representatives of Company E held a meeting to discuss a potential joint venture, but did not discuss an acquisition of InvenSense by Company E.

On June 21, 2016, Mr. Abdi and Mr. Panush met with representatives of TDK Corporation in Tokyo, Japan to discuss InvenSense’s business, technology and product roadmap. At the meeting, the parties discussed a potential strategic transaction; representatives of TDK Corporation expressed interest in pursuing a potential acquisition of InvenSense, but discussions were general and no specific proposal was made. The parties agreed to hold further meetings to explore a technology and product collaboration.

On June 22, 2016, Mr. Abdi and Mr. Panush met with representatives of Company D to discuss a potential strategic transaction and to give Company D a general overview of InvenSense’s business and technology. The parties agreed to hold another meeting to further discuss the possibility of a strategic collaboration or acquisition transaction.

On June 23, 2016, Mr. Abdi and Mr. Panush met with representatives of TDK Corporation in Munich, Germany to follow up on their June 21, 2016 meeting and to discuss additional meetings of the parties.

On that same day, Mr. Abdi met with a representative of Company C to further discuss a potential strategic transaction. Mr. Abdi noted that he had been directed by the Board of Directors to meet with potential strategic partners in the industry. The representative of Company C again expressed interest in a potential strategic transaction with InvenSense and stated that Company C would have sufficient access to funds to complete such a transaction. The parties decided to have a follow-up meeting after InvenSense’s earnings announcement scheduled for July 28, 2016, to further discuss the companies’ businesses and explore potential synergies that would result from a strategic transaction.

On June 30, 2016, Mr. Abdi and Mr. Panush met with representatives of Company A. Mr. Abdi and Mr. Panush presented on InvenSense’s business, technology and product roadmap, and long-range plan. After the general meeting, Mr. Abdi met with a representative of Company A to reiterate that the Board of Directors had rejected Company A’s proposal and that Company A would need to increase the price per share in its proposal.

On July 6, 2016, at the request of the Board of Directors, Mr. Abdi met with representatives of Company B to discuss a potential strategic transaction and to inform them that InvenSense had recently received unsolicited

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indications of interest to acquire InvenSense. Mr. Abdi discussed InvenSense’s business, technology, product roadmap as well as the potential synergies of the two companies.

On July 7, July 11 and July 15, 2016, representatives of InvenSense and representatives of TDK Corporation met in San Jose, California to further discuss possible technical, product and business collaborations.

On July 11, 2016, the Strategic Committee held a meeting to discuss InvenSense’s ongoing process of reviewing its strategic alternatives. Members of management and a representative of Pillsbury also attended the meeting. Members of management updated the Strategic Committee in detail on the progress of discussions regarding a strategic transaction with interested parties, including Company A, Company B, Company C, Company D, Company E, and TDK Corporation. Mr. Abdi indicated that the discussions with TDK Corporation included a potential strategic collaboration, as well as a potential acquisition, but no specific valuation for InvenSense had been discussed with TDK Corporation. He also noted that discussions with Company E were focused on a joint venture transaction. Management also described their recent meeting with the chief executive officer, chief financial officer and other executives of Company A, during which additional diligence information was provided to them to improve their understanding of InvenSense’s business, prospects and valuation. The Strategic Committee then discussed the selection of a financial advisor, including a detailed review of the various qualifications of various investment banking firms and potential conflicts. The Strategic Committee and management also discussed a proposed plan to engage in discussions with potential Chinese strategic partners and directed members of InvenSense’s management to contact such entities to determine their interest in a potential transaction, including a potential acquisition of InvenSense.

On July 14, 2016, representatives of InvenSense and Company E met to further discuss a possible joint venture. After the meeting, InvenSense requested that Company E prepare revenue projections for a collaborative product offering and a potential joint venture.

On July 20, 2016, Mr. Abdi and Mr. Panush met with representatives of Company D during which the attendees further discussed potential avenues of collaboration between the parties, including a potential acquisition of InvenSense. Mr. Abdi and Mr. Panush also discussed InvenSense’s product lines and long-range plan. Mr. Abdi stated that there was growing interest in acquiring InvenSense from a number of companies in the industry and that if InvenSense elected to engage in a transaction, it would expect a proposal that reflected InvenSense’s intrinsic value, which would be a significant premium to market.

On July 22, 2016, the Board of Directors held a regularly scheduled quarterly meeting. During the meeting the members of the Strategic Committee updated the other members of the Board of Directors on their July 11, 2016 meeting and Mr. Panush provided an update on InvenSense’s review of potential strategic transactions.

On that same day, Mr. Panush and representatives of TDK Corporation’s U.S. subsidiary had a follow-up call to further discuss InvenSense’s business.

On August 11, 2016, at the initiation of Mr. Panush, Messrs. Abdi, Dentinger and Panush and representatives of Company F met to discuss a possible strategic transaction.

On August 13, 2016, Mr. Abdi, Mr. Panush and Mr. Mark Dentinger, InvenSense’s Chief Financial Officer, and representatives of Company A met to discuss certain aspects of InvenSense’s business, fiscal 2018 outlook and long-range plan with the goal of increasing Company A’s proposed per share offer price.

From August 15, 2016 to August 19, 2016, Mr. Abdi and Mr. Panush travelled to China to meet with executives from eight potential strategic partners, including Company F, Company G, Company H, Company I and Company J; the remaining parties did not engage in significant discussions with InvenSense following these meetings. During these meetings the parties discussed at a high level InvenSense’s business and technology and potential strategic transactions, including a potential acquisition of InvenSense.

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On August 22, 2016, Mr. Abdi, Mr. Panush and representatives of TDK Corporation held a technology and product diligence meeting in San Jose, California. Later that day, representatives of TDK Corporation again expressed an interest in discussing a potential acquisition of InvenSense. Mr. Abdi informed TDK Corporation that there had been other inbound interest in acquiring InvenSense. Mr. Abdi also stated that the Board of Directors believed that InvenSense’s current stock price did not represent InvenSense’s intrinsic value and that it would only consider a written offer that valued InvenSense significantly above market.

On August 24, 2016, representatives of InvenSense and Company E met to continue their discussion of a possible joint venture.

On that same day, the Strategic Committee held a meeting, at which members of management and a representative of Pillsbury were present. During the meeting, the Strategic Committee discussed InvenSense’s ongoing review of its strategic alternatives. The Strategic Committee also discussed the process of selecting a financial advisor, including a review and assessment of potential conflicts, industry knowledge, and qualifications; the Strategic Committee directed management to continue its efforts with regard to the foregoing.

On August 26, 2016, Mr. Panush and representatives of TDK Corporation’s U.S. subsidiary had a call to further discuss InvenSense’s business.

On that same day, the Strategic Committee held a meeting at which members of management were present to further discuss the progress of conversations with various parties regarding a potential strategic transaction. The Strategic Committee also discussed the engagement of potential financial advisors and their assessment of each investment bank’s qualifications and potential conflicts of interest .

On August 28, 2016, Mr. Abdi had a telephone call with a representative of Company C to answer diligence questions and to further discuss a potential strategic transaction. Mr. Abdi asked for a presentation on Company C’s business so that he could present more information to the Board of Directors.

On August 29, 2016, Mr. Abdi and Mr. Panush met with representatives of Company G to continue discussions from their meeting earlier in August.

On August 30, 2016, Mr. Abdi and Mr. Panush met with representatives of Company C to discuss InvenSense’s business, technology, product roadmap and long-range plan in connection with discussions of a potential strategic transaction. Representatives of Company C also presented on their business, technology, customers and organization.

On September 8, 2016, Mr. Panush met with representatives of TDK Corporation in Tokyo, Japan to further discuss a potential transaction and to respond to questions. TDK Corporation’s Chief Executive Officer joined part of the meeting and indicated that TDK Corporation would likely follow up with a written offer letter.

On September 9, 2016, representatives of InvenSense met with representatives of Company E to further discuss a potential joint venture.

On September 12, 2016, Mr. Panush and representatives of TDK Corporation had a telephonic meeting during which the parties discussed InvenSense’s sensor portfolio and Mr. Panush provided further information on InvenSense’s technology.

On that same day, Company A sent a revised, non-binding, written proposal to InvenSense with an offer price of $10.00 per share, consisting of 60% cash and 40% newly issued shares of Company A common stock. The proposal was subject to confirmatory due diligence and required InvenSense to agree to a 45-day exclusivity period. Mr. Abdi forwarded the proposal to the Board of Directors. The closing price of InvenSense’s common stock on September 12, 2016 was $7.23.

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Also on that same day, at the request of Company K after an introduction by an investment bank InvenSense had been negotiating with regarding its engagement, representatives of InvenSense met with representatives of Company K to discuss InvenSense’s business and a potential transaction, including an investment in InvenSense, a joint venture or an acquisition. Discussions were high level and exploratory and no proposal was made.

On September 14, 2016, the Strategic Committee held a telephonic meeting, at which members of management and a representative of Pillsbury were present, to discuss the progress of conversations with various parties regarding a potential strategic transaction and to discuss Company A’s proposal dated September 12, 2016. Management reviewed with the Strategic Committee the details of the most recent non-binding written proposal received from Company A. Management noted that InvenSense was in various stages of discussions with other potential strategic partners, including TDK Corporation. Management and the Strategic Committee then discussed the merits of the various parties, the current schedule for preliminary meetings with some of these parties and the current proposed timing of the overall process. The Strategic Committee then discussed with management InvenSense’s long-range plan, product roadmap and growth strategy and the various advantages and disadvantages of InvenSense’s strategic options, including continuing to operate as a standalone entity. The Strategic Committee discussed how InvenSense’s current stock price was not reflective of InvenSense’s intrinsic value and that all offers would need to include a premium that factored in such value. Management provided an update on the engagement of a financial advisor. Finally, the Strategic Committee directed Mr. Abdi to contact Company A to schedule meetings at which InvenSense’s management could conduct diligence on Company A so that the Strategic Committee and the Board of Directors could better assess its offer. The Strategic Committee also discussed the selection of a financial advisor and the qualifications and potential conflicts of the investment banks contacted as part of the selection process.

On September 15, 2016, Mr. Abdi had a telephone call with representatives of Company D to discuss potential synergies and to answer questions about InvenSense’s business that Company D had sent in advance of the call.

On that same day, Mr. Panush and representatives of TDK Corporation’s U.S. subsidiary had another telephonic meeting during which they discussed InvenSense’s business.

On September 16, 2016, Mr. Abdi had a call with a representative of Company A, during which the parties discussed Company A’s September 12, 2016 written proposal to acquire InvenSense. Mr. Abdi informed Company A that before providing additional feedback, InvenSense would like to conduct diligence on Company A’s corporate strategy and long-range plan; the parties agreed to schedule such a meeting.

On September 19, 2016, the Strategic Committee held a meeting, at which members of management and a representative of Pillsbury were present, to discuss the progress of conversations with various parties, including TDK Corporation, regarding a potential strategic transaction with InvenSense. Representatives of Qatalyst Partners also attended a portion of the meeting to make a presentation to the Strategic Committee on the state of the semiconductor market. After the representatives of Qatalyst Partners left the meeting, the Strategic Committee discussed the selection of a financial advisor. The Strategic Committee discussed the qualifications and potential conflicts of interest of each of the investment banks interviewed as part of this process and concluded that, in light of the potential conflicts of the investment bank with which InvenSense had a prior relationship and with which InvenSense had been negotiating an engagement letter, the Strategic Committee would select a different bank. Following this discussion, the Strategic Committee directed management to engage Qatalyst Partners on the terms discussed by the Strategic Committee because of Qatalyst Partners’ qualifications, expertise, reputation, lack of conflicts and its knowledge of InvenSense’s industry, strategic positioning, future prospects, and potential strategic and financial partners. The Strategic Committee then directed management to continue discussions with the interested parties, including TDK Corporation and Company A. The Strategic Committee and management also discussed other potential strategic partners to be contacted. The Strategic Committee then directed management to contact the additional parties discussed and to direct Qatalyst Partners, once engaged, to also contact TDK Corporation, Company A and the other potential strategic partners.

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On September 20, 2016, Mr. Abdi, Mr. Panush and Mr. Dentinger held a video conference with representatives of TDK Corporation. During the meeting the parties conducted an in-depth review of InvenSense’s long-range plan, and the assumptions underlying such plan, to provide sufficient information for TDK Corporation to value and model the business.

On that same day, Mr. Panush met with a representative of Company K to discuss InvenSense’s process. During the meeting the representative of Company K informed Mr. Panush that Company K was exploring two other potential transactions and that it may not be able to provide a proposal with a sufficient premium. No proposal was made by Company K at this meeting.

On September 21, 2016, Mr. Abdi and Mr. Panush had a telephonic meeting with representatives of TDK Corporation during which they discussed InvenSense’s business and technology and potential synergies that could result from a potential transaction. In discussing InvenSense’s valuation, Mr. Abdi informed the representatives of TDK Corporation that the current stock price should not be used as an indication of InvenSense’s intrinsic value because InvenSense had invested in new technology that would enable product and customer diversification over the longer term. Mr. Abdi reiterated that InvenSense had been approached for potential strategic relationships and potential strategic acquisition transactions by other parties. Mr. Abdi then stated that InvenSense would only consider offers that were at a substantial premium to market because InvenSense believed InvenSense’s current stock price did not reflect InvenSense’s intrinsic value. Mr. Abdi informed TDK Corporation that due to interest in InvenSense from multiple parties, InvenSense was engaging a financial advisor to run a process to explore strategic alternatives.

On September 22, 2016, a representative of Company I contacted a representative of Qatalyst Partners to follow up on their August discussions with InvenSense regarding a potential strategic transaction and express interest in engaging in further discussions.

On that same day, a representative of Company C contacted a representative of Qatalyst Partners to express Company C’s continuing interest in a potential transaction with InvenSense.

Also on that same day, Mr. Abdi and Mr. Panush met with representatives of Company J to discuss, at a high level, a potential strategic transaction.

On September 23, 2016, at the request of InvenSense due to having a pre-existing relationship with Company L, Mr. Abdi and Mr. Panush met with representatives of Company L to discuss InvenSense’s business and a potential strategic transaction at a high level. Company L requested a follow-up meeting to further discuss a potential transaction.

On September 26, 2016, Mr. Abdi, Mr. Panush, two of InvenSense’s directors, Mr. Shah and Mr. Yu and representatives of Qatalyst Partners met with representatives of Company A to conduct due diligence on Company A. During the meeting, representatives of Company A presented on Company A’s strategy, business, long-range plan and technology roadmap. The representatives of Company A reiterated their interest in a potential transaction with InvenSense and expressed a desire to move forward as soon as possible.

Also on that same day, at the initiation of Mr. Panush, Mr. Panush and a representative of Company M held a telephonic discussion, during which a representative of Company M expressed that Company M would be interested in acquiring one of InvenSense’s business lines. The parties agreed to have a follow-up conversation.

On September 27, 2016, InvenSense engaged Qatalyst Partners as its financial advisor and directed representatives of Qatalyst Partners to commence contacting potential strategic partners, including Company A, TDK Corporation, parties that were already in discussions with InvenSense about a potential transaction and six additional parties. Between September 28, 2016 and September 29, 2016, Qatalyst contacted the additional six parties and each subsequently declined further discussions.

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On that same day, Mr. Abdi and a representative of Company D had a telephonic discussion regarding InvenSense’s strategic process. A representative of Company D informed Mr. Abdi of an upcoming Company D board meeting at which a decision would be made whether to proceed with negotiations with InvenSense. Mr. Abdi informed the representative of Company D that Qatalyst Partners had been retained as InvenSense’s financial advisor and to contact Qatalyst Partners for additional information on the process.

Also on that same day, representatives of InvenSense’s senior management had a follow-up call with Company G to inform them of the timing of the strategic process and that a representative of Qatalyst Partners would contact them to discuss Company G’s interest in a strategic transaction with InvenSense.

On September 28, 2016, representatives of Qatalyst Partners had a conversation with a representative of Company A regarding the process and the timeline for responding to Company A’s proposal to acquire InvenSense.

On that same day, a representative of Company D contacted a representative of Qatalyst Partners to discuss, in general terms, a potential strategic transaction with InvenSense and process timing.

Also on that same day, representatives of Qatalyst Partners contacted a representative of Company I to provide an update on InvenSense’s process and timing.

On September 29, 2016, a representative of InvenSense’s senior management informed a representative of Company G of the expected process timing and introduced them by email to representatives of Qatalyst Partners.

On that same day, a representative of InvenSense’s senior management had a telephone call with representatives of Company H advising them that InvenSense was receiving expressions of interest, informed them of InvenSense’s process and anticipated timing, and informed them that if Company H was interested in a potential strategic transaction it should contact Qatalyst Partners.

Also, on that same day, a representative of Company L and representatives of Qatalyst Partners had a telephonic conversation regarding a potential acquisition of InvenSense. The representative of Company L informed the Qatalyst Partners representatives that Company L may be interested in the acquisition of InvenSense’s sensor technology and would like to learn more about InvenSense and its technology.

Also on that same day, Mr. Abdi contacted a representative of Company J to further gauge Company J’s interest in a potential strategic transaction with InvenSense. The representative of Company J indicated that, while Company J was interested, Company J would need to determine how it would finance a strategic transaction. Later that same day, a representative of Company J contacted Mr. Abdi to further discuss a potential strategic transaction.

On September 30, 2016, a representative of TDK Corporation sent Mr. Abdi a non-binding letter of intent providing for an all-cash acquisition of InvenSense at a proposed price of $10.00 to $11.00 per share. Mr. Abdi sent TDK Corporation’s offer to the Board of Directors. The closing price of InvenSense’s common stock on September 30, 2016 was $7.42.

On that same day, Mr. Abdi introduced representatives of Qatalyst Partners to representatives of Company J by e-mail to facilitate further discussion of a potential strategic transaction. Representatives of Company J expressed an interest in a potential strategic transaction and said they would respond in November.

Also on that same day, representatives of Qatalyst Partners spoke to representatives of Company I. During this conversation, Company I’s representatives informed Qatalyst Partners that Company I had partnered with a private equity firm who could provide potential sources of financing and help Company I navigate the process of obtaining CFIUS and other regulatory approvals required to consummate a potential transaction with InvenSense.

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On October 1, 2016, Mr. Abdi had a telephonic conversation with representatives of TDK Corporation regarding TDK Corporation’s proposal. Based on prior discussions with the Board of Directors, Mr. Abdi emphasized that the Board of Directors was seeking an offer that was at a significant premium to market to reflect InvenSense’s intrinsic value. A representative of TDK Corporation requested a follow-up meeting to continue discussions and to conduct further diligence. The representative of TDK Corporation agreed to have representatives of their financial advisor, Bank of America Merrill Lynch (“BofAML”), speak with representatives of Qatalyst Partners to discuss the valuation of InvenSense.

On October 2, 2016, representatives of Company H informed representatives of Qatalyst Partners that they were considering how to structure a potential transaction with InvenSense, including whether it would be an acquisition or a joint venture. A representative of Qatalyst Partners responded that the Board of Directors was open to considering either option as long as it maximized stockholder value. Representatives of Qatalyst Partners advised Company H that they should be as specific as possible regarding the structure of any proposed transaction.

On that same day, representatives of Qatalyst Partners and BofAML had a telephonic discussion regarding TDK Corporation’s initial written proposal to acquire InvenSense. Representatives of Qatalyst Partners reiterated that InvenSense had already received indications of interest and that the Board of Directors was seeking an offer that was at a significant premium to market to reflect InvenSense’s intrinsic value. Representatives of Qatalyst Partners also conveyed that TDK Corporation’s proposal was not clearly superior to an existing written proposal and that the Board of Directors and management had instructed Qatalyst Partners to continue contacting other potential strategic partners as part of a broader process.

On October 3, 2016, the Strategic Committee held a meeting with members of management, a representative of Pillsbury and representatives of Qatalyst Partners in attendance. A representative of Qatalyst Partners discussed with the Strategic Committee InvenSense’s ongoing exploration of its strategic alternatives, including discussions with 25 potential strategic partners, including 11 other parties not mentioned above with whom InvenSense or representatives of Qatalyst Partners had initial conversations, but who would ultimately not participate significantly in the process. Representatives of Qatalyst Partners noted that two of these entities had declined further discussions. The representatives of Qatalyst Partners also discussed with the Strategic Committee an additional nine entities that had been identified as potential strategic partners, but at management’s request had not been contacted for a variety of reasons, including for competitive reasons, the possibility of leaks, a lower probability of completion or that such parties were believed not to be likely to produce a proposal that was competitive or higher than the existing proposals from Company A and TDK Corporation. After consideration of these factors, the Strategic Committee decided not to expand the number of entities contacted at that time. The Strategic Committee did, however, direct InvenSense’s management to continue to respond opportunistically to any unsolicited inquiries received from other entities that could make a competitive offer and to reach out to additional entities, including those in the list of nine parties referenced above, if further information arose that would affect the analysis. The Strategic Committee discussed the process and timeline, setting a deadline of October 26, 2016 for receipt of proposals, so that they could be reviewed during the next Board of Directors meeting. Together with Mr. Abdi, a representative of Qatalyst Partners then presented in detail each of the most recent proposals received from Company A and TDK Corporation. A representative of Qatalyst Partners then discussed with the Strategic Committee in further detail Company A and Company A’s proposed transaction. Representatives of Qatalyst Partners and Mr. Abdi also described their recent discussions with Company A, including the results of the diligence on Company A. The Strategic Committee then discussed with the members of management and the representatives of Qatalyst Partners a proposed form of further response to Company A and TDK Corporation. The Strategic Committee directed management and representatives of Qatalyst Partners to proceed with discussions with TDK Corporation and Company A and to negotiate higher prices with both parties that reflect the intrinsic value of InvenSense as discussed by the Board of Directors. The Strategic Committee directed the representatives of Qatalyst Partners to send formal proposal process letters with a proposal submission deadline of October 26, 2016, to parties with sufficient interest in a potential acquisition. The Strategic Committee also directed members of senior management to continue

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discussions with other parties who had expressed interest in other strategic transactions, including joint ventures or other collaborations.

On that same day, a representative of Qatalyst Partners and a representative of Company G discussed a potential two-step approach involving a joint venture with InvenSense with the eventual goal of Company G acquiring the remainder of InvenSense’s assets over time. The representative of Qatalyst Partners responded that proposals would be expected by late October. The representative of Company G indicated they could be able to submit a proposal by that deadline; Company G did not subsequently provide a proposal.

Also on that same day, a representative of Qatalyst Partners contacted representatives of Company F to introduce themselves and to follow up on Company F’s prior high level discussions with InvenSense regarding a potential transaction. The representative of Qatalyst Partners described InvenSense’s process and informed the representatives of Company F that detailed confidential information would be made available if InvenSense were to receive a credible proposal.

On October 4, 2016, a representative of Qatalyst Partners informed a representative of Company A that the Strategic Committee had determined that Company A’s proposal did not reflect the intrinsic value of InvenSense, that InvenSense had received another proposal, and that InvenSense was undertaking a more formalized process with a proposal deadline of October 26, 2016.

On that same day, Mr. Abdi had a telephonic conversation with representatives of TDK Corporation, during which they tentatively scheduled a meeting in New York. During the call Mr. Abdi stated that TDK Corporation’s offer price was too low and that he would only attend the meeting in New York if there was potential for TDK Corporation to increase its offer. Mr. Abdi also informed the representatives of TDK Corporation that InvenSense was undertaking a formal process with a proposal deadline of October 26, 2016. Representatives of TDK Corporation indicated that there was potential for TDK Corporation to increase its offer if TDK Corporation received additional information regarding InvenSense’s business. Mr. Abdi agreed to attend the meeting.

On October 5, 2016, representatives of Company D held a telephonic meeting with representatives of Qatalyst Partners to discuss the timeline for submitting proposals. The representatives of Company D informed representatives of Qatalyst Partners that they had held an informal discussion with Company D’s board of directors to review the strategic rationale for consummating a transaction with InvenSense, but had not yet determined a valuation. Company D agreed to send Qatalyst Partners a focused due diligence question list, which Company D sent on October 12, 2016, and that was subsequently addressed by representatives of InvenSense during meetings between the parties on October 19, 2016.

On that same day, representatives of TDK Corporation sent Mr. Abdi a list of topics to be discussed during the proposed meeting in New York. Later that same day, Mr. Abdi and representatives of TDK Corporation had a telephonic meeting during which they discussed InvenSense’s business and the growth prospects of InvenSense’s products.

Also on that same day, a representative of Company F contacted representatives of Qatalyst Partners to request a meeting with Mr. Abdi and an update on InvenSense’s process.

On that same day, a representative of Qatalyst Partners informed a representative of Company J that Qatalyst Partners had been engaged by InvenSense and that InvenSense had previously received acquisition proposals and was now conducting a formal process. Representatives of Qatalyst Partners informed Company J that the initial proposal deadline would be October 26, 2016 and agreed to send Company J a proposal process letter.

On October 6, 2016, Mr. Abdi and representatives of TDK Corporation held a meeting in New York to further discuss TDK Corporation’s most recent offer. The parties also discussed other topics including detailed questions provided by TDK Corporation regarding InvenSense’s business, customers and potential future growth.

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On that same day, a representative of Qatalyst Partners emailed representatives of Company J to confirm that they would receive a formal process letter, which was subsequently sent on October 18, 2016. In a separate conversation with a member of the Board of Directors on that same day, representatives of Company J indicated that Company J could likely submit a proposal by the deadline and that Company J was working with a consortium to find funding for a potential transaction.

On October 7, 2016, Mr. Abdi and a representative of TDK Corporation corresponded to confirm that they wanted to continue working toward a mutually acceptable proposal following the meeting in New York City.

On that same day, representatives of Company D had a telephonic discussion with representatives of Qatalyst Partners to express interest in a management presentation regarding InvenSense’s business. Later that day, Mr. Abdi had a telephone conversation with a representative of Company D, during which Company D’s representative informed Mr. Abdi that the management meeting would be essential for Company D’s determination to submit a proposal. The management meeting was held on October 19, 2016.

Also on that same day, representatives of Company A sent representatives of Qatalyst Partners a due diligence request list and requested a meeting with InvenSense’s management, including InvenSense’s technology and tax specialists, as part of Company A’s diligence process.

On October 10, 2016, Mr. Abdi and Mr. Panush met with representatives of Company L and presented on InvenSense’s business, technology, long-range plan and product roadmap. Company L expressed interest in a potential strategic transaction, but informed InvenSense that Company L would not be able to move quickly due to other priorities.

On that same day, Mr. Abdi met a representative of Company F to discuss a potential strategic transaction and InvenSense’s business, technology and product roadmap.

Also on that same day, Company J informed representatives of Qatalyst Partners that it needed to resolve certain internal business matters prior to issuing a committed offer or engaging with InvenSense’s advisors.

On October 11, 2016, representatives of Company I and representatives of Qatalyst Partners had a telephonic meeting during which they discussed the status of InvenSense’s process. Company I informed representatives of Qatalyst Partners that Company I was still determining whether to pursue a strategic transaction with InvenSense. Company I did not subsequently pursue a strategic transaction with InvenSense.

On that same day, representatives of Company H sent representatives of Qatalyst Partners a description of two possible structures for a strategic transaction with InvenSense. Company H indicated that it was willing to discuss either an initial investment in InvenSense with an acquisition to be completed at a later date or an acquisition; no price per share or valuation of InvenSense was contained in Company H’s written materials. Company H also indicated that it would submit a letter of intent within two weeks after agreeing on a transaction structure with InvenSense. Company H specified that the letter of intent would include a three-month exclusivity period. A representative of Qatalyst Partners informed Company H that InvenSense had received, and was considering, proposals for an acquisition of all of its outstanding common stock.

On October 12, 2016, a representative of TDK Corporation sent Mr. Abdi a revised non-binding, written proposal with a per share range of $11.00 to $12.00. Mr. Abdi sent the revised proposal to the Board of Directors. The closing price of InvenSense’s common stock on October 12, 2016 was $7.33.

On that same day, representatives of Company D sent representatives of Qatalyst Partners a list of diligence questions for discussion at the parties’ meeting on October 19, 2016.

On October 14, 2016, representatives of Company A and representatives of Qatalyst Partners discussed next steps and tentatively agreed upon October 26, 2016, for a management meeting with InvenSense, which was the earliest date the parties could meet due to scheduling conflicts.

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On that same day, Mr. Panush and representatives of TDK Corporation’s U.S. subsidiary had a status update meeting.

On October 17, 2016, Messrs. Abdi, Dentinger and Panush met with representatives of Company C. During the meeting, the parties discussed several aspects of InvenSense’s business, technology long-range plan and product roadmap.

On that same day, representatives of Qatalyst Partners and BofAML held a telephonic meeting to discuss InvenSense’s process, including timing.

Also on that same day, representatives of Company F met with representatives of Qatalyst Partners and InvenSense to discuss a potential strategic transaction at a high level.

On October 18, 2016, a representative of Company L informed a representative of Qatalyst Partners that while an acquisition of InvenSense could be strategically compelling, Company L was unlikely to submit a proposal by the deadline due to other priorities. Company L did not submit a proposal.

On October 18 and 19, 2016, representatives of Qatalyst Partners provided each of the eight parties that were responsive and had actively expressed interest in a transaction to acquire the entire company (including Company A, Company C, Company D, Company F, Company I, Company J, Company L, and TDK Corporation) with a process letter relating to the submission of proposals. The process letter instructed each party to submit its proposal by October 26, 2016.

On October 19, 2016, Mr. Abdi and Mr. Panush met with representatives of Company D and presented on InvenSense’s technology, product roadmap, customer base and long-range plan.

On that same day, representatives of Qatalyst Partners contacted representatives of Company H to discuss their interest in a potential transaction. Representatives of Qatalyst Partners requested a telephonic meeting, which took place on October 24, 2016.

On October 20, 2016, a representative of Company C telephoned representatives of Qatalyst Partners to indicate that Company C was uncertain that it would make an offer to acquire InvenSense.

Also on that same day, representatives of Company G called representatives of Qatalyst Partners to inform them that Company G’s investment committee was in the process of reviewing the opportunity and that Company G would contact Qatalyst Partners after Company G’s investment committee meeting.

On October 21, 2016, representatives of Company A had a call with representatives of Qatalyst Partners regarding outstanding diligence items.

On that same day, a representative of Company N telephoned a representative of Qatalyst Partners to discuss the process. The representative of Company N stated that Company N would consider its interest in InvenSense relative to other strategic alternatives it was considering and respond to Qatalyst Partners if it were interested in pursuing a transaction. Qatalyst Partners did not provide Company N with a process letter.

Also on that same day, a representative of Company D called Mr. Abdi and informed him that Company D was not in a position to submit a competitive acquisition proposal and that Company D was withdrawing from the process.

On October 23, 2016, a representative of Company J and a representative of Qatalyst Partners had a telephonic discussion during which the representative of Company J informed the representative of Qatalyst Partners that the cost of raising funds to finance the transaction was too high. The representative of Company J

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then stated that Company J was putting the opportunity on hold but wanted to maintain an open dialogue with InvenSense’s management. Company J did not subsequently make any proposals regarding a transaction with InvenSense.

On October 24, 2016, a representative of Company H telephoned representatives of Qatalyst Partners to inform them that Company H’s internal process would be delayed and that Company H needed to discuss the transaction internally before deciding how to proceed; neither InvenSense nor Qatalyst Partners received any further contact from Company H.

On October 26, 2016, representatives of InvenSense’s senior management met with representatives of Company A, during which the parties had a diligence discussion regarding their respective businesses, customers and products. Representatives of Qatalyst Partners also attended the meeting. Representatives of InvenSense reiterated that Company A’s proposal did not reflect the intrinsic value of InvenSense and that Company A needed to increase its proposal, preferably prior to the proposal deadline later that day, so that the Board of Directors could consider it along with other strategic alternatives.

By the deadline on October 26, 2016, no parties had submitted a proposal to acquire InvenSense other than Company A and TDK Corporation.

Also on that same day, Company F’s representatives informed Qatalyst Partners that based solely on publicly available information, Company F could not justify a valuation at a meaningful premium to the current trading price and therefore could not submit an offer by the proposal deadline. Company F requested additional diligence materials in order to make an offer.

Also on that same day, Company C informed representatives of Qatalyst Partners that Company C was going to discuss a potential proposal at its board meeting the following afternoon and would not be able to submit an offer by the deadline.

Also on that same day, representatives of Company L contacted a representative of Qatalyst Partners to inform them that Company L was still considering a potential transaction and would revert as quickly as possible.

Also on that same day, representatives of Company K contacted Mr. Abdi to inform him that Company K wanted to participate in InvenSense’s process and asked to be introduced to representatives of Qatalyst Partners.

On October 28, 2016, a representative of Company N emailed representatives of Qatalyst Partners to inform them that Company N was interested in participating in the process and scheduled a meeting for November 11, 2016.

Later on that same day, Mr. Abdi and a representative of TDK Corporation had a telephonic discussion during which Mr. Abdi asked whether TDK Corporation planned to revise its proposal. TDK Corporation stated that it would not be submitting a revised proposal. Mr. Abdi stated the Board of Directors’ view that it was seeking a proposal that reflected InvenSense’s intrinsic value. The parties agreed to meet in Japan to continue discussions, which meeting was held on November 7, 2016.

Also on that same day the Board of Directors held a regularly scheduled meeting. Representatives of management, Qatalyst Partners and Pillsbury also attended the meeting. Representatives of Qatalyst Partners discussed with the Board of Directors InvenSense’s ongoing exploration of its strategic alternatives, including discussions with 26 potential strategic partners. The Board of Directors noted that of the parties contacted, nine had declined, two had submitted proposals and the remainder were in various stages of discussions with InvenSense and representatives of Qatalyst Partners. Representatives of Qatalyst Partners then discussed with the Board of Directors the proposal from TDK Corporation dated October 12, 2016 and the proposal from Company A dated September 12, 2016, including the stock component of Company A’s proposal. Management then

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discussed with the Board of Directors the fact that Company A had not indicated whether it intended to revise its proposal. The Board of Directors discussed next steps, including responding to the proposals from TDK Corporation and Company A and whether to continue discussions with parties that did not provide proposals. After discussion, the Board of Directors determined that while the proposals from TDK Corporation and Company A each represented a premium to market, neither reflected the intrinsic value of InvenSense. The Board of Directors then directed Mr. Abdi to reject TDK Corporation’s proposal and to continue to negotiate with, and to attempt to obtain a higher per share proposal from, TDK Corporation. As part of these ongoing negotiations, the representatives of Qatalyst Partners and management were authorized to counter, when appropriate, TDK Corporation’s proposal at $14 per share. The Board of Directors also directed management and Qatalyst Partners to continue to negotiate with, and attempt to obtain a higher per share proposal from, Company A and to obtain confirmation that Company A’s proposal was still valid in light of the recent drop in Company A’s stock price. In light of the wide divergence between Company A’s proposal and the expectations of the Board of Directors, it was decided not to authorize a formal counterproposal to Company A, but to continue discussions with Company A to explain the intrinsic value of InvenSense. Management was also authorized to continue providing diligence information to TDK Corporation so that TDK Corporation could better understand the intrinsic value of InvenSense. The Board of Directors also directed management and representatives of Qatalyst Partners to reach out to four additional parties, to continue discussions with the parties previously contacted and to respond to any meaningful interest in a potential acquisition of InvenSense. The Board of Directors also directed management and representatives of Qatalyst to set a final proposal deadline for the first week of December for all remaining interested parties. In addition, the Board of Directors discussed the merits of announcing that InvenSense was undertaking a review of its strategic alternatives and whether to address media reports from earlier that day (during trading hours) that InvenSense was conducting a process and had engaged a financial advisor. After discussion, the Board of Directors determined that it would issue a brief press release to address the rumors. The closing price of InvenSense’s common stock on October 27, 2016 was $6.87 and on October 28, 2016 was $7.48.

On October 29, 2016, a representative of Company K informed representatives of Qatalyst Partners that Company K was interested in pursuing a potential transaction with InvenSense. Representatives of Qatalyst Partners conveyed the current status of the strategic review process and timing. Telephonic meetings between representatives from Company K and representatives of InvenSense were subsequently scheduled for October 31, 2016 and November 2, 2016.

On that same day, Mr. Abdi had a telephonic discussion with a representative of TDK Corporation, during which Mr. Abdi conveyed that the Board of Directors believed that TDK Corporation’s proposal was not reflective of InvenSense’s intrinsic value and requested that representatives of Qatalyst Partners provide TDK Corporation additional information. The parties agreed to continue discussions regarding a potential transaction while looking for solutions to close the gap on valuation. Mr. Abdi also offered to provide additional detail on InvenSense’s roadmap and product pipeline to facilitate a better understanding of InvenSense’s intrinsic value. The parties agreed to have a follow-up meeting in Japan.

On October 31, 2016, representatives of Company L informed representatives of Qatalyst Partners that Company L was still determining whether to participate in the process.

On that same day, representatives of Company C informed representatives of Qatalyst Partners that Company C would not submit a proposal.

Also on that same day, a representative of InvenSense had a telephonic meeting with a representative of Company K regarding a potential strategic transaction.

Also on that same day, in response to rumors that had been circulated in the media on October 28, 2016, InvenSense issued a press release stating that it would consider a number of options to further enhance stockholder value in response to significant interest in InvenSense, InvenSense had hired a financial advisor, and

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that no decision had been made at that time. The closing price of InvenSense’s common stock on October 31, 2016, was $7.65.

On November 1, 2016, representatives of BofAML and representatives of Qatalyst Partners had a telephonic conversation during which representatives of Qatalyst Partners indicated that the per share price in TDK Corporation’s revised proposal was too low and that InvenSense was seeking a price per share closer to $14.00. Representatives of BofAML indicated that TDK Corporation would need information regarding InvenSense’s long term business model in order for TDK Corporation to increase its proposal. Representatives of Qatalyst Partners informed BofAML that TDK Corporation would have the opportunity to review projections at upcoming meetings with InvenSense on November 7, 2016 (Japan time), in Tokyo, Japan.

Between November 1, 2016 and November 4, 2016, representatives of Qatalyst Partners contacted the four additional parties identified by the Board of Directors. Each party declined to engage in discussions with InvenSense regarding a potential transaction.

On November 2, 2016, after failing to submit a proposal by the deadline, representatives of Company F contacted representatives of Qatalyst Partners to request a meeting with InvenSense’s management to learn more about InvenSense’s business before making an offer. The representatives of Company F stated that mid-November would be the earliest date that they could meet, but that Company F would be able to provide a proposal shortly after such meeting.

On that same day, representatives of Company K and a representative of InvenSense had a telephonic meeting to further discuss InvenSense’s business and a potential transaction. During the call, Company K indicated that it was considering transactions with other parties. The parties had no further discussions regarding a potential strategic transaction following this discussion.

On November 3, 2016, a representative of Company O emailed Mr. Abdi regarding a potential strategic transaction and Mr. Abdi provided an update on InvenSense’s process. Discussions were general and no proposal was submitted by Company O at this time.

On November 7, 2016, Mr. Abdi and other members of senior management and representatives of Qatalyst Partners met with representatives of TDK Corporation in Tokyo, Japan to further discuss InvenSense’s business, the appropriate valuation of InvenSense, and the timing of a potential revised proposal. In addition, technical teams from InvenSense and TDK Corporation discussed various technical and product-related matters. During the meeting, a senior executive of TDK Corporation expressed his continued interest in a transaction in which TDK Corporation would acquire InvenSense.

On that same day, Mr. Panush met with a representative of Company O to discuss, at a high level, Company O’s interest in, and ability to consummate, a potential acquisition of InvenSense including Company O’s ability to finance such a transaction.

On November 8, 2016, a representative of Company L informed representatives of Qatalyst Partners that given both the timing and size of the transaction, Company L could not pursue an acquisition of InvenSense.

On that same day, BofAML sent Qatalyst Partners an updated information request list and requested an update on timing of access to the data room.

On November 9, 2016, representatives of Qatalyst Partners and BofAML had a telephonic meeting to discuss the proposed diligence meetings and follow up questions regarding the valuation of InvenSense.

Also on that day, Mr. Abdi had a telephone call with a representative of TDK Corporation, during which they further discussed the topics discussed in the meeting in Japan. TDK Corporation’s representative requested a

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two-day diligence follow-up meeting at InvenSense’s headquarters in San Jose, California. Mr. Abdi reiterated that TDK Corporation’s proposal was still below InvenSense’s intrinsic value and TDK Corporation’s representative indicated that TDK Corporation could potentially review its offer if TDK Corporation could conduct further diligence. After discussing the offer price further, Mr. Abdi agreed to arrange additional management presentations, diligence meetings, and one-on-one discussions between senior management of the parties for later that month.

On that same day, representatives of InvenSense had a meeting with representatives of Company M to discuss a potential transaction in which Company M would acquire one of InvenSense’s business lines.

On November 10, 2016, representatives of Company M advised representatives of InvenSense that Company M wanted to explore the possibility of a transaction between the two companies. Following that conversation, a representative of InvenSense introduced representatives of Company M to a representative of Qatalyst Partners.

On that same day, representatives of Company N informed a representative of InvenSense that it needed to postpone the proposed November 11, 2016 management meetings because of conflicts. The parties did not hold a meeting and Company N did not submit a proposal.

Also on that same day, representatives of Qatalyst Partners received updated legal and business due diligence requests submitted by BofAML on behalf of TDK Corporation.

Additionally, on that same day, representatives of Company F sent representatives of Qatalyst Partners a preliminary due diligence questionnaire for InvenSense’s management and requested a meeting with InvenSense’s management to discuss the diligence.

On November 11, 2016, representatives of Qatalyst Partners discussed with a representative of Company M InvenSense’s process and inquired about Company M’s ability to finance a potential transaction. Representatives of Company M stated that while Company M’s initial interest was in acquiring one of InvenSense’s business lines, it would consider acquiring the entire company. Representatives of Qatalyst Partners advised representatives of Company M that InvenSense was currently evaluating proposals for the entire company and that Company M should decide promptly whether to pursue an acquisition of InvenSense at this time.

On November 12, 2016, TDK Corporation, BofAML and Jones Day, legal counsel to TDK Corporation, were given access to InvenSense’s data room.

On November 15, 2016, representatives of Company A called representatives of Qatalyst Partners and had a conversation wherein Company A expressed its continued interest in pursuing a transaction with InvenSense, but did not have a revised proposal at this time and requested additional diligence information.

On November 16 and 17, 2016, several InvenSense executives, representatives of Qatalyst Partners and representatives of Pillsbury met with representatives of TDK Corporation, BofAML and Jones Day in Santa Clara, California for in depth business and legal diligence discussions. During the meetings both parties discussed their respective businesses and potential synergies. A representative of TDK Corporation informed Mr. Abdi that a condition of TDK Corporation’s willingness to acquire InvenSense would be the post-acquisition retention of all key personnel, including Mr. Abdi and InvenSense’s other executives. No specific details regarding executive retention for employees or executives, including Mr. Abdi, were discussed. Mr. Abdi again emphasized that any potential transaction would have to maximize stockholder value and include a premium that represented InvenSense’s intrinsic value.

On November 17, 2016, Qatalyst Partners sent the initial draft of the Merger Agreement to BofAML and Jones Day.

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On that same day, representatives of Qatalyst Partners had a telephonic conversation with representatives of Company A during which they described the current status of the process. The representatives of Qatalyst Partners reiterated that the Board of Directors determined that an acquisition price of $10.00 per share was not sufficient and told Company A that the Board of Directors had agreed to provide additional information so that Company A could provide a higher proposal.

On November 18, 2016, representatives of Company A advised representatives of Qatalyst Partners that they wanted to move forward and requested access to InvenSense’s data room to access additional information, including information on InvenSense’s planned products, so that they could properly value InvenSense’s business. On November 19, 2016, Company A was provided access to InvenSense’s data room.

On that same day, representatives of InvenSense and a representative of Qatalyst Partners met with representatives of Company F, during which the parties discussed InvenSense’s business and Company F was provided a subset of the long-range plan. Representatives of Company F indicated that Company F would submit an indication of interest during the week of November 28, 2016, but no proposal or indication of interest was received.

On November 21, 2016, representatives of Qatalyst Partners sent final offer process letters, which included an initial draft of the Merger Agreement, to the remaining active parties, Company A and TDK Corporation, each of whom had previously provided proposals to acquire all of InvenSense. The final process letters requested that each party submit its best and final proposal and a revised draft of the Merger Agreement by December 6, 2016.

On that same day, representatives of TDK Corporation sent representatives of Qatalyst Partners an additional list of business and financial due diligence questions.

Also on that same day, a representative of Company M informed a representative of Qatalyst Partners that Company M was still considering whether to move forward with a proposal. The representative of Qatalyst Partners informed the representative of Company M that InvenSense had received significant interest in a potential acquisition of the entire company and that the final proposal deadline was December 6, 2016.

On November 29, 2016, InvenSense’s executive team met with representatives of Company A and presented information on InvenSense’s technology, manufacturing, product roadmap and sales.

On November 30, 2016, Mr. Abdi had a telephonic discussion with a representative of TDK Corporation, during which the price per share in a potential transaction between the parties and the ongoing diligence process were discussed. Mr. Abdi continued to emphasize that TDK Corporation had to focus on InvenSense’s intrinsic value. In accordance with the Board of Directors’ prior direction on price and process, Mr. Abdi also stated that the Board of Directors had directed him to pursue other potential alternatives.

On that same day, representatives of TDK Corporation’s outside accounting consultants had a telephonic meeting to discuss financial diligence matters with representatives of InvenSense and representatives of Qatalyst Partners.

On December 2, 2016, representatives of Company A and a representative of Qatalyst Partners had a telephone conversation, during which the representative of Company A expressed doubt that Company A would complete its diligence in time to be able to submit a proposal by the December 6 deadline.

Also on that same day, representatives of Pillsbury and representatives of Jones Day held a telephonic meeting to discuss certain key provisions of the draft Merger Agreement. During this call Jones Day stated that TDK Corporation would require that InvenSense’s officers, directors and the funds affiliated with InvenSense’s directors sign a voting agreement whereby such parties would agree to vote all of their respective shares in favor of a transaction with TDK Corporation.

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On December 5, 2016, representatives of InvenSense held a telephonic meeting with representatives of TDK Corporation to discuss ongoing diligence on InvenSense’s information technology and related systems.

On December 6, 2016, representatives of InvenSense and representatives of TDK Corporation had a telephone call during which TDK Corporation’s representative requested additional information to assist with the preparation of TDK Corporation’s revised proposal. Later that day, TDK Corporation submitted a written, non-binding proposal to acquire InvenSense for $12.50 per share, a revised draft of the Merger Agreement, a supplemental diligence request list and an exclusivity agreement. TDK Corporation’s proposal specified that the transaction would be funded with cash on hand and that the transaction was subject to confirmatory diligence and InvenSense’s agreement to an exclusivity period expiring on December 31, 2016; the parties, however, did not ultimately enter into an exclusivity agreement. The closing price of InvenSense’s common stock on December 6, 2016, was $7.95 and the closing price of InvenSense’s common stock on October 27, 2016, the last trading day prior to the rumors circulated in the market, was $6.87.

On that same day, representatives of InvenSense received Company E’s official proposal for a joint venture. The proposal contemplated a $40 million cash payment to InvenSense upon formation of an automotive joint venture and a payment of up to $160 million in cash to InvenSense over the following five years, subject to the achievement of commercial milestones.

Also on that same day, representatives of Company M informed representatives of Qatalyst Partners that Company M was not in a position to acquire all of InvenSense and that it was primarily interested in acquiring a business line. The representatives of Company M stated that they had a number of other matters they were pursuing and could not devote immediate attention to a potential transaction with InvenSense.

On December 7, 2016, a representative of Company A informed a representative of Qatalyst Partners that Company A was targeting to submit a proposal to acquire InvenSense on December 9, 2016.

On that same day, representatives of Qatalyst Partners telephoned representatives of BofAML to reaffirm the Board of Directors’ view of the importance of a proposal that reflected InvenSense’s intrinsic value.

Also on that same day, Mr. Abdi and Mr. Panush met with a representative of Company F. In the meeting, the representative of Company F stated that Company F would need considerable time to secure funding and that Company F would not be submitting a written proposal.

Also on that same day, a representative of a financial sponsor of Company O had a telephonic discussion with Mr. Abdi, during which he informed Mr. Abdi that his company had raised $500 million and that he wanted to form a syndicate to participate in InvenSense’s process.

On December 8, 2016, Mr. Abdi had a telephonic meeting with representatives of TDK Corporation, during which they discussed TDK Corporation’s latest proposal. During this conversation the parties continued to negotiate the price per share in TDK Corporation’s proposal. After discussion of the value of acquiring InvenSense to TDK Corporation, the representatives of TDK Corporation offered $13.00 per share and indicated it was TDK Corporation’s best and final offer. Mr. Abdi countered with $14.00 per share and the representative of TDK Corporation stated that $13.00 was TDK Corporation’s final offer.

Also on that same day (December 9, 2016 in Japan), Japanese media outlets published reports that TDK Corporation was engaged in negotiations to acquire InvenSense at a price of $12 per share. After the reports were published, TDK Corporation issued a release in Japan stating that the reports were not based on any announcements by TDK Corporation and that no decision had been made at that time. TDK Corporation issued its statement to comply with the disclosure rules of the Tokyo Stock Exchange. The Nikkei and Yomiuri reports were subsequently quoted in several media sources in the United States during the U.S. trading day of December 9, 2016. InvenSense’s common stock traded on the NYSE as high as $11.02 per share on December 9, 2016. The closing price of InvenSense’s common stock on December 8, 2016, the immediately preceding trading day, was $8.27 per share.

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On that same day, Mr. Abdi met with a representative of Company A, during which the representative of Company A conveyed that it could not increase its current offer above $10.00 per share and that Company A would not submit a higher proposal.

On December 9, 2016, the Board of Directors held a telephonic meeting to discuss recent updates in InvenSense’s process and the most recent proposal received from TDK Corporation. A representative of Pillsbury and representatives of Qatalyst Partners were also in attendance. Representatives of Qatalyst Partners provided an update on InvenSense’s process, the parties that had been contacted, the current status of those discussions, and the feedback received from such parties. The Board of Directors discussed Company A’s response that it would not submit a higher offer. Mr. Abdi then provided the Board of Directors with an update on his conversation with a representative of TDK Corporation the previous day, during which TDK Corporation’s representative had orally raised TDK Corporation’s proposed offer price from $12.50 to $13.00 per share and that Mr. Abdi had countered with $14.00 per share. The Board of Directors discussed the fact that after contacting or receiving inquiries from 33 parties, including four additional parties contacted at the direction of the Board of Directors and two more parties that contacted InvenSense or Qatalyst Partners since the meeting of the Board of Directors on October 28, 2016, the process resulted in formal proposals from only two companies. Representatives of Qatalyst Partners and the Board of Directors then discussed additional potential parties that could be contacted and the likelihood that they would pursue a transaction with InvenSense. After discussion, the Board of Directors determined that the parties other than those parties already contacted were not likely to make a proposal at a valuation equal to or greater than that being offered by TDK Corporation. A representative of Qatalyst Partners then discussed with the Board of Directors TDK Corporation’s proposed offer and Company A’s most recent offer of $10.00 per share. In a closed session, the representative of Pillsbury reviewed the Board of Directors’ fiduciary duties in connection with a potential strategic transaction. The Board of Directors then discussed recent developments in InvenSense’s business, including joint venture discussions with Company E , new customers and design wins, its standalone strategy and its prospects in the near-term and long-term. The Board of Directors determined that TDK Corporation’s proposal was superior to the joint venture proposal of Company E due to the uncertainty of the milestone payments and value of the overall deal to InvenSense’s stockholders. The Board of Directors did, however, determine to keep discussions open with Company E should a transaction with TDK Corporation not be finalized. The Board of Directors also reviewed the relative risks and benefits of executing this strategy and continuing to operate as a standalone company. The representative of Pillsbury reviewed the key issues in TDK Corporation’s proposed draft of the Merger Agreement, including those related to structure and timing considerations, representations and warranties, covenants, required regulatory approvals, non-solicitation provisions that would prohibit InvenSense from soliciting alternative acquisition proposals, but permit InvenSense to negotiate certain unsolicited acquisitions proposals and accept an unsolicited superior proposal, TDK Corporation’s matching rights, termination provisions, the termination fee, and the circumstances under which a termination fee would be payable by InvenSense. The Board of Directors discussed the importance of stockholder value and deal certainty above all other issues, including management retention, and to avoid negotiations on management retention while the offer price was being negotiated. After extensive discussions, the Board of Directors directed management to proceed with negotiations with TDK Corporation on the key issues discussed at the meeting and instructed Mr. Abdi to try to negotiate a higher price per share of $13.50.

On the same day, after the Board of Directors meeting, Mr. Abdi had a telephonic meeting with a representative of TDK Corporation, during which the parties discussed the recent leak in the market concerning acquisition discussions between InvenSense and TDK Corporation. During this call, Mr. Abdi stated that the Board of Directors would be willing to consider entering into exclusivity with TDK Corporation if TDK Corporation increased its offer to $13.50 per share. Mr. Abdi also noted that TDK Corporation’s current draft of the Merger Agreement had several legal and business issues that needed to be resolved. The parties agreed to meet the following week to discuss the Merger Agreement and to attempt to resolve any remaining issues.

On December 11, 2016, representatives of BofAML informed representatives of Qatalyst Partners that TDK Corporation was focused on completing legal and business due diligence on an accelerated basis, that $13.00 per

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share was the highest that TDK Corporation could offer and that the revised proposal remained subject to approval by TDK Corporation’s board of directors.

On December 12, 2016, Jones Day sent Pillsbury an initial draft of the Voting Agreement.

Between December 12, 2016, and the execution of the Merger Agreement on December 21, 2016, Jones Day, Pillsbury and other representatives of TDK Corporation and InvenSense continued to negotiate and exchange revised drafts of the Merger Agreement and Voting Agreement. Representatives of TDK Corporation also continued their diligence review.

On December 13, 2016, a representative of a financial sponsor of Company O had a telephonic meeting with Mr. Abdi, during which he requested that Company O be provided access to InvenSense’s data room. Later that day, Mr. Abdi introduced the representatives of Company O to representatives of Qatalyst Partners by email and noted that the Board of Directors would likely want to see a letter of financial commitment as part of any proposal from Company O because Company O had indicated that it did not have sufficient cash on hand to fund a transaction. Subsequently, a representative of Company O and a representative of Qatalyst Partners had a telephone call to discuss the foregoing.

On December 14, 2016, the Strategic Committee held a telephonic meeting to discuss InvenSense’s exploration of its strategic alternatives, including recent negotiations with TDK Corporation. Also in attendance were other members of the Board of Directors, InvenSense’s management, representatives of Qatalyst Partners and a representative of Pillsbury. A representative of Qatalyst Partners provided an update on recent discussions with TDK Corporation and BofAML, including negotiations of pricing and the remaining open issues in the Merger Agreement. Mr. Abdi and the Strategic Committee discussed his pending conversation with a representative of TDK Corporation on key terms of a potential transaction. The Strategic Committee discussed how it was important to prioritize the sale price above all other issues, including management retention, and to avoid negotiations on management incentives at the same time the offer price was being negotiated by the parties. A representative of Qatalyst Partners then updated the Strategic Committee on interest from Company O and possible next steps. The Strategic Committee discussed the likelihood of completing a transaction with other potential acquirers at a valuation equal to or greater than that offered by TDK Corporation as well as InvenSense’s potential joint venture opportunities. The Strategic Committee directed management and Qatalyst Partners to continue discussions with TDK Corporation, to push for a price in excess of $13.00, and to proceed with further discussions with Company O. The Strategic Committee directed Qatalyst Partners and management to explore Company O’s financial resources and any regulatory or other impediments to completing a transaction. The Strategic Committee also directed management on the negotiation of the major open issues in the Merger Agreement.

On December 15, 2016, a representative of Company O sent representatives of Qatalyst Partners a non-binding, written indication of interest to acquire for cash all of the outstanding common stock of InvenSense at a price of $15.00 per share. Representatives of Qatalyst Partners asked the representative of Company O for additional information to evaluate the proposal, including whether Company O had sufficient financing resources to fund the transaction, the identity of Company O’s financing sources and whether Company O or its investors had any ties to the Chinese government or to Chinese entities that could make it unlikely to gain CFIUS approval. Representatives of Company O provided responses and requested access to the data room since Company O had only conducted preliminary due diligence at this stage.

On that same day, representatives of TDK Corporation, BofAML and Jones Day met with InvenSense’s senior management, representatives of Qatalyst Partners and representatives of Pillsbury at Pillsbury’s offices in Palo Alto, California. Prior to the meeting, Mr. Abdi and representatives of Qatalyst Partners met with representatives of TDK Corporation and BofAML to disclose that InvenSense had received a proposal in excess of TDK Corporation’s proposed offer price of $13.00 per share. Mr. Abdi again requested that TDK Corporation increase its offer.

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During the larger group meeting the parties discussed the terms of the proposed transaction and the draft Merger Agreement.

Later that day representatives of TDK Corporation informed Mr. Abdi that $13.00 per share was TDK Corporation’s best and final offer and that the offer would expire on December 21, 2016. Mr. Abdi stated that he would present this final offer to the Board of Directors and that he was also obligated to present the competing offer to the Board of Directors. After the meeting, Pillsbury delivered a further revised draft of the Merger Agreement to Jones Day.

On December 16, 2016, the Board of Directors held a telephonic meeting to discuss InvenSense’s ongoing negotiations with TDK Corporation and Company O’s proposal. Representatives of Qatalyst Partners and Pillsbury also attended the meeting. A representative of Qatalyst Partners updated the Board of Directors on the acquisition proposal from Company O. Representatives of Qatalyst Partners and the Board of Directors discussed Company O’s ability to finance and complete an acquisition of InvenSense, including Company O’s ability to organize a financing syndicate as it did not have the funding at that time, potential obstacles to regulatory approvals as a Chinese entity and Company O’s prior history of completing similar transactions. The Board of Directors then discussed the possible strategic reasons for an acquisition of InvenSense by Company O. A representative of Pillsbury led a discussion of the potential regulatory issues that could arise in a transaction with Company O. The Board of Directors considered the potential risks to closing a transaction with Company O, including the risks associated with obtaining the necessary regulatory approvals and Company O’s ability to finance a transaction as compared to the risks associated with closing a transaction with TDK Corporation, particularly given TDK Corporation’s ability to fund the transaction with cash on hand and TDK Corporation having received regulatory approvals in a recent transaction with a U.S. company. The Board of Directors raised several more questions about Company O, including questions about Company O’s inability to close previous transactions. The Board of Directors directed management to continue having discussions with Company O’s representatives and to provide Company O with access to InvenSense’s data room, which was subsequently provided. The Board of Directors also directed representatives of Qatalyst Partners to obtain more information from Company O on its ability to finance and consummate a transaction with InvenSense. Mr. Abdi then updated the Board of Directors on his conversations with TDK Corporation regarding pricing of the proposed transaction. A representative of Pillsbury then updated the Board of Directors on negotiations of, and the remaining open issues in, the Merger Agreement. The Board of Directors then discussed certain employee retention agreements that TDK Corporation was requiring certain executives to execute and deliver as part of the proposed transaction. In a closed session, a representative of Pillsbury and the Board of Directors engaged in a general discussion of the Board of Directors’ fiduciary duties in connection with a potential strategic transaction. The Board of Directors directed management to continue discussions with TDK Corporation, including negotiating for a higher price.

On that same day, representatives of Qatalyst Partners telephoned representatives of Company O and advised them that InvenSense was not in a position to slow the negotiations with other interested parties due to the high degree of uncertainty about Company O’s ability to consummate a potential transaction, including its ability to raise the necessary financing and to receive the required regulatory approvals, and the considerable amount of time it would take Company O to conduct due diligence and negotiate a definitive agreement. On that same day representatives of Qatalyst Partners provided representatives of Company O access to InvenSense’s data room.

On December 19, 2016, representatives of Company O, Company O’s outside legal counsel and financial advisors and representatives of InvenSense, including Messrs. Abdi, Dentinger and Panush, representatives of Qatalyst Partners and representatives of Pillsbury held a meeting at Pillsbury’s offices in Palo Alto, California. During the meeting, representatives of InvenSense gave a detailed presentation on InvenSenes’s business and long-range plan, and responded to extensive questions. At the conclusion of the meeting, Company O was informed that the Board of Directors had a meeting the following day to consider another proposal. Company O asked for 24 hours to make a decision and they were told that the Board of Directors must receive a final proposal before the meeting the next day. Company O’s advisors requested additional information so that they could make a decision on whether to make a final offer, which representatives of Qatalyst Partners provided later

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that evening with a copy of the initial draft of the Merger Agreement provided to TDK Corporation and Company A to revise as part of their proposals.

On that same day, InvenSense’s Compensation Committee held a telephonic meeting to discuss employee and executive retention matters in connection with the potential transaction with TDK Corporation. Certain members of management, representatives of Pillsbury and a representative of Compensia, compensation consultants to InvenSense, were also in attendance. Mr. Abdi provided the Compensation Committee with an update on negotiations with TDK Corporation regarding retention arrangements for continuing employees other than him. After InvenSense’s executives left the meeting, the Committee reviewed TDK Corporation’s proposed retention arrangements for InvenSense’s executives and key employees. Mr. Shah stated that he would meet with representatives of TDK Corporation to discuss the terms of TDK Corporation’s proposed retention agreement for Mr. Abdi.

On December 20, 2016, the Board of Directors held a telephonic meeting to review the final terms of the Merger Agreement and to consider approving the Merger. Also in attendance were a representative of Pillsbury and representatives of Qatalyst Partners. Representatives of Qatalyst Partners updated the Board of Directors on their recent discussions with Company O since the last meeting, including the likely timing necessary for Company O to deliver a formal written offer to acquire InvenSense while Company O conducted diligence and arranged financing. Representatives of Qatalyst Partners informed the Board of Directors that Company O was not prepared to make an offer at this time. Representatives of Qatalyst Partners and management updated the Board of Directors on negotiations with TDK Corporation and the fact TDK Corporation was unwilling to increase its offer. The Board of Directors discussed the likelihood of receiving an offer from Company O and the risks of closing a transaction with Company O, including risks associated with obtaining the necessary regulatory approvals, particularly CFIUS clearance, and Company O’s ability to finance a transaction. The Board of Directors weighed these risks against the relative risks of closing a transaction with TDK Corporation, particularly given that TDK Corporation had completed diligence, its ability to fund the transaction with cash on hand and its history of obtaining regulatory approvals in recent transactions with U.S. companies. A representative of Qatalyst Partners provided a summary of the process to evaluate a potential sale of InvenSense as well as the discussions with various potential interested parties, including the market check completed by InvenSense and Qatalyst Partners, and recent price negotiations with TDK Corporation. Representatives of Qatalyst Partners stated that they had approached 28 companies regarding a potential sale of InvenSense. The Board of Directors discussed if there were any other potential interested parties that InvenSense should contact in addition to the 33 parties already contacted by InvenSense and representatives of Qatalyst Partners. The Board of Directors determined that it would be highly unlikely for another interested party to emerge given InvenSense had not received other indications of interest that would lead to a similar offer despite the broad review process conducted by Qatalyst Partners and management. A representative of Qatalyst Partners then reviewed with the Board of Directors Qatalyst Partners’ financial analysis of the $13.00 per share cash consideration to be offered to InvenSense’s stockholders in the proposed merger, responded to questions from members of the Board of Directors regarding its financial analysis, and delivered Qatalyst Partners’ oral opinion to the Board of Directors, subsequently confirmed by delivery of a written opinion, that as of December 20, 2016 (Pacific Standard Time), and based upon and subject to the various assumptions, considerations, limitations and other matters set forth therein, the $13.00 in cash per share merger consideration to be received by the holders of InvenSense’s common stock, other than TDK Corporation or any affiliate of TDK Corporation, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. A representative of Pillsbury reviewed with the Board of Directors the key terms of the Merger Agreement, which had been sent to the Board of Directors in advance of the meeting. Pillsbury then reviewed and discussed with the Board of Directors the proposed resolutions approving the Merger Agreement and the transactions contemplated thereby, including the Merger. In a closed session, a representative of Pillsbury then reviewed the Board of Directors’ fiduciary duties in the context of a sale transaction. After further discussion, for the reasons more fully described in the section titled “The Merger—Reasons for the Merger” elsewhere in this proxy statement, the Board of Directors unanimously determined that (i) the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, on the terms and subject to the conditions set forth therein, are fair to and in the best interests of InvenSense and its

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stockholders (including the unaffiliated stockholders), (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby and (iii) resolved to recommend the approval and adoption of the Merger Agreement and the Merger by the stockholders of InvenSense.

Following the Board of Directors meeting, Mr. Abdi informed a representative of TDK Corporation that the Board of Directors had unanimously approved the Merger and that the parties should seek to resolve the remaining issues around employee retention. TDK Corporation’s representative stated that he would work with TDK Corporation’s board of directors to ensure that the Merger Agreement would be signed that evening. Later that evening, a representative of TDK Corporation called Mr. Abdi to inform him that TDK Corporation’s board of directors had unanimously approved the Merger.

Later that same day, the Compensation Committee held a telephonic meeting to discuss the retention agreements TDK Corporation had proposed for InvenSense’s executives. A representative of Pillsbury and a representative of Compensia were also in attendance. The Compensation Committee directed Mr. Abdi to negotiate the final retention packages and agreements for InvenSense’s executives, other than himself and Mr. Dentinger. After Mr. Abdi left the meeting, the Compensation Committee discussed TDK Corporation’s proposed retention package for Mr. Abdi, during which the representative of Compensia noted that it was a conservative, reasonable and market retention offer. The Compensation Committee then directed Mr. Shah to finalize with TDK Corporation the retention agreements for Mr. Abdi and Mr. Dentinger.

Later that same day InvenSense’s executives were presented with drafts of their retention agreements, which were negotiated separately by their own legal counsel and finalized once the terms of the Merger had been agreed upon by the parties.

On December 21, 2016, the parties executed the Merger Agreement and certain members of InvenSense’s management, including Mr. Abdi, entered into retention agreements. For more information see “ The Merger — Interests of Directors and Executive Officers in the Merger May Differ From Your Interests.” InvenSense’s officers and directors, both in their individual capacities and on behalf of their funds, executed Voting Agreements.

On that same day, InvenSense and TDK Corporation issued a joint press release to announce the signing of the Merger Agreement.

Reasons for the Merger

At its meeting on December 20, 2016, held to evaluate the proposed Merger, our Board of Directors unanimously approved the Merger Agreement and determined that the Merger and Merger Agreement, and the transactions contemplated by the Merger Agreement, are fair to and in the best interests of InvenSense and its stockholders and declared advisable the Merger Agreement and the transactions contemplated thereby. Our Board of Directors unanimously recommends that the stockholders vote:

Our Board of Directors considered many factors in determining that the terms of the Merger are fair to and in the best interests of InvenSense and its stockholders and unanimously recommend the approval of the Merger Proposal by our stockholders. In arriving at its determination, our Board of Directors consulted with senior management, Qatalyst Partners and Pillsbury, and reviewed and considered information and factors relevant to its strategic evaluation.

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In furtherance thereof, our Board of Directors reviewed and considered, among other things, the following factors (not in any relative order of importance):

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Our Board of Directors weighed these factors against other uncertainties, risks and potentially negative factors relevant to the Merger, including the following (not in any relative order of importance):

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Our Board of Directors concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were significantly outweighed by the potential benefits that our Board of Directors expects for InvenSense and its stockholders as a result of the Merger.

The foregoing discussion of our Board of Directors’ reasons for its recommendation that InvenSense’s stockholders vote in favor of the Merger is not meant to be exhaustive, but InvenSense believes it addresses the material information and factors considered by our Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by our Board of Directors in connection with the evaluation of the Merger and the complexity of these matters, our Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to any of the specific factors considered in reaching its determination and recommendation. Rather, our Board of Directors made its determinations and recommendations based on an overall analysis and the totality of the information reviewed. In addition, in considering the factors described above, individual members of our Board of Directors may have been influenced to a greater or lesser degree by different factors.

The explanation of our Board of Directors’ reasons for the proposed transactions and all other information in this section may be forward-looking in nature and therefore should be read in light of the factors discussed in the section captioned “ Cautionary Statement Regarding Forward-Looking Statements ” elsewhere in this proxy statement.

Recommendation of the Board of Directors

After careful consideration, our Board of Directors believes that the terms of the Merger are fair to and in the best interest of InvenSense and our stockholders, and has unanimously approved the terms of the Merger Agreement and the transactions contemplated thereby.

Our Board of Directors unanimously recommends that you vote: