Dissident Group Rejects Zarlink's Attempt to Fairly Represent Views of all Company Shareholders

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Tue Jul 22, 2008 4:32pm EDT

  OTTAWA, CANADA, Jul 22 (MARKET WIRE) -- 
Zarlink Semiconductor (TSX: ZL)(NYSE: ZL) today announced that it has met
with Scott Leckie, Daniel Owen and David Banks ("the Leckie Group" or
"the dissidents") in an attempt to find an amicable solution to the proxy
contest in advance of the Annual and Special Meeting of Shareholders
scheduled for July 23, 2008.

    The Leckie Group requested three Board of Director seats, with candidates
of its choosing, as well as approximately $600,000 in reimbursement of
proxy costs. Zarlink's Board of Directors finds these to be unreasonable
demands, in light of the expected shareholder voting results.

    With the express goal of representing the views of all shareholders,
Zarlink's Board of Directors offered to add two new independent directors
to the current board in accordance with the Company's by-laws. The
Company's Board of Directors and the Leckie Group would collaborate on a
list of potential candidates. These individuals would have to meet the
qualifications and appointment procedures followed by the Board of
Directors to ensure all board members bring the requisite business and
technology expertise required to monitor and encourage the attainment of
a compelling strategic direction and solid financial results.

    The Leckie Group rejected the Board's proposal.

    About Zarlink Semiconductor 

    For over 30 years, Zarlink Semiconductor has delivered semiconductor
solutions that drive the capabilities of voice, enterprise, broadband and
wireless communications. The Company's success is built on its technology
strengths including voice and data networks, optoelectronics and ultra
low-power communications. For more information, visit www.zarlink.com. 

    Shareholders and other individuals wishing to receive, free of charge,
copies of the reports filed with the U.S. Securities and Exchange
Commission and Regulatory Authorities, should visit the Company's web
site at www.zarlink.com or contact Investor Relations. 

    Certain statements in this press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially
different from any future results, performance, or achievements expressed
or implied by such forward-looking statements. Such risks, uncertainties
and assumptions include, among others, the following: our dependence on
the successful development and market introduction of new products; our
dependence on revenue generation from our legacy products in order to
fund development of our new products; our ability to successfully
integrate Legerity and any businesses acquired in the future; any
potential undisclosed liabilities associated with the Legerity
acquisition; our ability to operate profitably and generate positive cash
flows in the future; our dependence on our foundry suppliers and
third-party subcontractors; order cancellations and deferrals by our
customers; and other factors referenced in our Annual Report on Form
20-F. Investors are encouraged to consider the risks detailed in this
filing.

Contacts:
Ed Goffin
613 270-7112
edward.goffin@zarlink.com

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