Sigma Designs Challenges Qualifications of Potomac's Nominees to Control the Board of Directors

MILPITAS, CA--(Marketwire -06/28/12)- Sigma Designs, Inc. (SIGM), a leading provider of connected media platforms, today announced that it is mailing the following letter to its shareholders:

Dear Fellow Shareholder:

We are writing to provide you additional information that you may find helpful in voting at Sigma Designs' Annual Meeting of Shareholders to be held on August 7, 2012. We urge you to use the enclosed WHITE proxy card to vote for Sigma's approved slate of directors for the reasons outlined below. We urge you to discard any Gold proxy card you may receive from Potomac Investment Partners III, L.P., a dissident hedge fund, as submitting it will cancel any previous vote you have submitted.

SIGMA CONTINUES TO EXECUTE ON ITS STRATEGIC PLAN; IF POTOMAC'S NOMINEES TAKE CONTROL OF THE BOARD, THEY WILL DISRUPT THE STRATEGIC PLAN YOU HAVE INVESTED IN JUST AS IT GAINS MOMENTUM

Sigma has developed a strategic plan to transform itself into the leading provider of semiconductor solutions for intelligent media platforms, building on the Company's significant role in the delivery of digital entertainment throughout the home. As a result of its intense research and development efforts and strategic acquisitions, Sigma is poised to leverage its leading technologies in the IPTV set-top box, home connectivity, SmartTV, connected media player and home control and automation markets to provide a comprehensive solution for the Digital Connected Home.

The development and execution of this strategic plan all comes under the leadership of the current Sigma Board. This strategic plan was created through the vision of your Board members who are industry veterans, intimately familiar with Sigma's target customers, end markets and industry trends. As the result of their extensive operational experience, each of your Directors also understood that significant investments in leading technologies, through internal development and strategic acquisitions, take time to develop into operational success. But, with a solid foundation of compelling product solutions across the entire Digital Connected Home, this strategic plan is beginning to bear fruit and the Sigma Board is excited about what lies ahead.

By contrast, Potomac is seeking control of your Board and company with three out of four directors, but refuses to tell you what it plans to do with such control - what is its program to create shareholder value. Not only does Potomac refuse to tell you this important information, in their most recent communication they claimed that their costly, disruptive proxy fight for three out of four directorships was "not seeking control of Sigma"!

Now is not the time to turn over control of your Company to a hedge fund operator and his hand-picked nominees who do not have the knowledge and experience to oversee the successful implementation of this program, who refuse to tell you their plans if they do gain control of your Board and Company and who even refuse to acknowledge the self-evident fact that they are seeking control of your Board and Company.

While we have serious concerns about the future of Sigma if the Potomac nominees were in control of the Board, we also believe that it is not in the interests of the shareholders to have a costly and disruptive proxy fight. As Potomac had suggested originally, we have offered to establish a five member Sigma Board that would include two Potomac representatives.

Instead, Potomac, a 7.9% shareholder, is distracting you from the simple questions that it refuses to answer: (1) what does Potomac intend to do with control of your Company, (2) why will Potomac not pay you a premium for that control and (3) why does Potomac continue to believe that 75% control of the Board is appropriate for a 7.9% shareholder instead of the 40% representation previously offered by Sigma's Board?

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Sigma Designs Challenges Qualifications of Potomac's Nominees to Control the Board of Directors

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